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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q




(Mark one)

[X]     
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended June 30, 2003

OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934


For the transition period from ____ to ____

Commission file number 0-02517

TOREADOR RESOURCES CORPORATION




(Exact name of registrant as specified in its charter)


|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 75-0991164                             
|                                                               |  |                                        
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification Number)

|                                          |  |            |  | 
|----------------------------------------- |  | ---------- |  | 
|4809 Cole Avenue, Suite 108
Dallas, Texas |  | 75205     
|                                          |  |           
|(Address of principal executive offices)  |  | (Zip Code)

Registrants telephone number, including area code: (214) 559-3933

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes   [X]     No
   [  ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934).

Yes   [  ]     No
   [X]

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date.

|                                 |  |                              
|-------------------------------- |  | -----------------------------
|Class                            |  | Outstanding at August 8, 2003
|                                 |  |                              
|Common Stock, $0.15625 par value |  | 9,337,517 shares             





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TABLE OF CONTENTS



|                                                  |                                                                                                |                                            |  |  |  |  |  | 
|------------------------------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                    
|                                                  | Item 1. Financial Statements                                                                  
|                                                  |                                                                                                | CONSOLIDATED BALANCE SHEETS               
|                                                  |                                                                                                | CONSOLIDATED STATEMENTS OF OPERATIONS     
|                                                  |                                                                                                | CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                                                  |                                                                                                | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                  | ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                                  | ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                            
|                                                  | ITEM 4  CONTROLS AND PROCEDURES                                                              
|PART II. OTHER INFORMATION                       
|                                                  | ITEM 1  LEGAL PROCEEDINGS                                                                    
|                                                  | ITEM 2  CHANGES IN SECURITIES AND USE OF PROCEEDS                                            
|                                                  | ITEM 3  DEFAULTS UPON SENIOR SECURITIES  None.                                              
|                                                  | ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|                                                  | ITEM 5  OTHER INFORMATION  None.                                                            
|                                                  | ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                                       
|EXHIBITS INDEX                                   
|EX-4.7 Registration Rights Agreement             
|EX-10.2 Waiver Letter dated May 19, 2003         
|EX-10.3 Waiver Letter dated June 24, 2003        
|EX-10.4 Waiver Letter dated August 1, 2003       
|EX-10.5 Settlement Fee Letter dated May 19, 2003 
|EX-10.6 Management and Work Fee Letter           
|EX-10.7 Warrant Buyback Letter dated May 19, 2003
|EX-10.8 Securities Purchase Agreement            
|EX-10.9 Warrant No. 024 dated March 25, 2003     
|EX-31.1 Certification of Chief Executive Officer 
|EX-31.2 Certification of Chief Financial Officer 
|EX-32.1 Certification of CEO and CFO             



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TOREADOR RESOURCES CORPORATION

INDEX

|                              |                                                                                               |                                                                                                     |  |             |   | 
|----------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------- |  | ----------- | - | 
|                              |                                                                                               |                                                                                                     |  | Page Number
|                              |                                                                                               |                                                                                                     |  |            
|PART I. FINANCIAL INFORMATION |                                                                                               |                                                                                                     |  |            
|                              | Item 1. Financial Statements (Unaudited)                                                      |                                                                                                     |  |             |  
|                              |                                                                                               | Consolidated Balance Sheets (Unaudited)
June 30, 2003 and December 31, 2002                         |  |             | 1 | 
|                              |                                                                                               | Consolidated Statements of Operations (Unaudited)
Three and Six Months Ended June 30, 2003 and 2002 |  |             | 2 | 
|                              |                                                                                               | Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 2003 and 2002           |  |             | 3 | 
|                              |                                                                                               | Notes to Consolidated Financial Statements                                                          |  |             | 4 | 
|                              | Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations |                                                                                                     |  | 14          |  
|                              | Item 3. Quantitative and Qualitative Disclosure about Market Risk                             |                                                                                                     |  | 21          |  
|                              | Item 4. Controls and Procedures                                                               |                                                                                                     |  | 21          |  
|PART II. OTHER INFORMATION    |                                                                                               |                                                                                                     |  |            
|                              | Item 1. Legal Proceedings                                                                     |                                                                                                     |  | 22          |  
|                              | Item 2. Changes in Securities and Use of Proceeds                                             |                                                                                                     |  | 22          |  
|                              | Item 3. Defaults Upon Senior Securities                                                       |                                                                                                     |  | 23          |  
|                              | Item 4. Submission of Matters to a Vote of Security Holders                                   |                                                                                                     |  | 23          |  
|                              | Item 5. Other Information                                                                     |                                                                                                     |  | 23          |  
|                              | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                     |  | 23          |  
|                              | Signatures                                                                                    |                                                                                                     |  | 27          |  
|                              | Exhibit Index                                                                                 |                                                                                                     |  | 28          |  





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TOREADOR RESOURCES CORPORATION




CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

|                                                                               |                                                                                               |                                            |        |                                       |        |              |        |        |        |  
|------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------- | ------------------------------------------ | ------ | ------------------------------------- | ------ | ------------ | ------ | ------ | ------ | -
|                                                                               |                                                                                               |                                            |        | June 30,                              |        | December 31,
|                                                                               |                                                                                               |                                            |        | 2003                                  |        | 2002        
|                                                                               |                                                                                               |                                            |        |                                       |        |             
|                                                                               |                                                                                               |                                            |        | (in thousands, except per share data)
|ASSETS                                                                         |                                                                                               |                                            |        |                                       |        |              |        |       
|Current assets:                                                                |                                                                                               |                                            |        |                                       |        |              |        |       
|                                                                               | Cash and cash equivalents                                                                     |                                            | $      | 135                                   |        |              | $      | 976    |       
|                                                                               | Accounts and notes receivable                                                                 |                                            |        | 4,530                                 |        |              |        | 3,855  |       
|                                                                               | Income taxes receivable                                                                       |                                            |        |                                      |        |              |        | 512    |       
|                                                                               | Available-for-sale, at fair value                                                             |                                            |        | 74                                    |        |              |        | 45     |       
|                                                                               | Other                                                                                         |                                            |        | 1,534                                 |        |              |        | 1,444  |       
|                                                                               |                                                                                               |                                            |        |                                       |        |              |        |        |       
|                                                                               |                                                                                               | Total current assets                       |        |                                       | 6,273  |              |        |        | 6,832  |  
|Oil and gas properties, net, using the successful efforts method of accounting |                                                                                               |                                            | 77,928 |                                       |        |              | 71,872 |       
|Investments in unconsolidated entities                                         |                                                                                               |                                            | 521    |                                       |        |              | 2,239  |       
|Goodwill                                                                       |                                                                                               |                                            | 5,467  |                                       |        |              | 5,467  |       
|Other assets                                                                   |                                                                                               |                                            | 538    |                                       |        |              | 443    |       
|                                                                               |                                                                                               |                                            |        |                                       |        |              |        |        |       
|                                                                               |                                                                                               | Total Assets                               |        | $                                     | 90,727 |              |        | $      | 86,853 |  
|                                                                               |                                                                                               |                                            |        |                                       |        |              |        |        |       
|LIABILITIES AND STOCKHOLDERS EQUITY                                           |                                                                                               |                                            |        |                                       |        |              |        |       
|Current liabilities:                                                           |                                                                                               |                                            |        |                                       |        |              |        |       
|                                                                               | Accounts payable and accrued liabilities                                                      |                                            | $      | 7,378                                 |        |              | $      | 6,865  |       
|                                                                               | Unrealized loss on commodity derivatives                                                      |                                            |        | 1,940                                 |        |              |        | 1,036  |       
|                                                                               | Current portion of long-term debt                                                             |                                            |        | 6,600                                 |        |              |        | 6,500  |       
|                                                                               | Income taxes payable                                                                          |                                            |        | 1,058                                 |        |              |        |       |       
|                                                                               |                                                                                               |                                            |        |                                       |        |              |        |        |       
|                                                                               |                                                                                               | Total current liabilities                  |        |                                       | 16,976 |              |        |        | 14,401 |  
|Long-term debt                                                                 |                                                                                               |                                            | 23,985 |                                       |        |              | 26,860 |       
|Long-term accrued liabilities                                                  |                                                                                               |                                            | 433    |                                       |        |              | 880    |       
|Long-term asset retirement obligation                                          |                                                                                               |                                            | 1,630  |                                       |        |              |       |       
|Deferred tax liability                                                         |                                                                                               |                                            | 13,178 |                                       |        |              | 12,531 |       
|Convertible debenture                                                          |                                                                                               |                                            | 2,160  |                                       |        |              | 2,160  |       
|                                                                               |                                                                                               |                                            |        |                                       |        |              |        |        |       
|                                                                               |                                                                                               | Total liabilities                          |        |                                       | 58,362 |              |        |        | 56,832 |  
|Stockholders equity:                                                          |                                                                                               |                                            |        |                                       |        |              |        |       
|                                                                               | Preferred stock, Series A & A-1, $1.00 par value, 4,000,000 shares authorized;
197,000 issued |                                            |        | 197                                   |        |              |        | 197    |       
|                                                                               | Common stock, $0.15625 par value, 30,000,000
shares authorized; 10,058,544 shares issued      |                                            |        | 1,572                                 |        |              |        | 1,572  |       
|                                                                               | Capital in excess of par value                                                                |                                            |        | 30,510                                |        |              |        | 30,510 |       
|                                                                               | Retained deficit                                                                              |                                            |        | (715                                  | )      |              |        | (1,864 | )     
|                                                                               | Accumulated other comprehensive income                                                        |                                            |        | 3,335                                 |        |              |        | 2,140  |       
|                                                                               |                                                                                               |                                            |        |                                       |        |              |        |        |       
|                                                                               |                                                                                               |                                            | 34,899 |                                       |        |              | 32,555 |       
|                                                                               | Treasury stock at cost:                                                                       |                                            |        |                                       |        |              |        |        |       
|                                                                               |                                                                                               | 721,027 shares                             |        |                                       | (2,534 | )            |        |        | (2,534 | )
|                                                                               |                                                                                               | Total stockholders equity                 |        |                                       | 32,365 |              |        |        | 30,021 |  
|                                                                               |                                                                                               |                                            |        |                                       |        |              |        |        |       
|                                                                               |                                                                                               | Total Liabilities and Stockholders Equity |        | $                                     | 90,727 |              |        | $      | 86,853 |  
|                                                                               |                                                                                               |                                            |        |                                       |        |              |        |        |       

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TOREADOR RESOURCES CORPORATION




CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

|                                         |                                                        |                              |      |                    |       |                  |       |                                       |        |      |       |        |        |   |        |        |        |  
|---------------------------------------- | ------------------------------------------------------ | ---------------------------- | ---- | ------------------ | ----- | ---------------- | ----- | ------------------------------------- | ------ | ---- | ----- | ------ | ------ | - | ------ | ------ | ------ | -
|                                         |                                                        |                              |      | Three Months Ended |       | Six Months Ended
|                                         |                                                        |                              |      | June 30            |       | June 30         
|                                         |                                                        |                              |      |                    |       |                 
|                                         |                                                        |                              |      | 2003               |       | 2002             |       | 2003                                  |        | 2002
|                                         |                                                        |                              |      |                    |       |                  |       |                                       |        |     
|                                         |                                                        |                              |      |                    |       |                  |       | (in thousands, except per share data) |        |      |       |       
|Revenues:                                |                                                        |                              |      |                    |       |                  |       |                                       |        |      |       |        |        |   |        |       
|                                         | Oil and gas sales                                      |                              | $    | 5,823              |       |                  | $     | 6,244                                 |        |      | $     | 13,412 |        |   | $      | 11,565 |       
|                                         | Loss
on commodity derivatives                          |                              |      | (816               | )     |                  |       | (288                                  | )      |      |       | (2,158 | )      |   |        | (2,434 | )     
|                                         | Lease bonuses and rentals                              |                              |      | 89                 |       |                  |       | 231                                   |        |      |       | 204    |        |   |        | 501    |       
|                                         |                                                        |                              |      |                    |       |                  |       |                                       |        |      |       |        |        |   |        |        |       
|                                         |                                                        | Total revenues               |      |                    | 5,096 |                  |       |                                       | 6,187  |      |       |        | 11,458 |   |        |        | 9,632  |  
|Costs and expenses:                      |                                                        |                              |      |                    |       |                  |       |                                       |        |      |       |        |        |   |        |       
|                                         | Lease operating                                        |                              |      | 1,671              |       |                  |       | 1,793                                 |        |      |       | 3,426  |        |   |        | 3,729  |       
|                                         | Exploration and acquisition                            |                              |      | 247                |       |                  |       | 204                                   |        |      |       | 399    |        |   |        | 449    |       
|                                         | Depreciation, depletion and amortization               |                              |      | 602                |       |                  |       | 1,621                                 |        |      |       | 1,928  |        |   |        | 3,173  |       
|                                         | Reduction in force                                     |                              |      | 466                |       |                  |       |                                      |        |      |       | 466    |        |   |        |       |       
|                                         | General and administrative                             |                              |      | 1,602              |       |                  |       | 2,087                                 |        |      |       | 3,098  |        |   |        | 3,669  |       
|                                         |                                                        |                              |      |                    |       |                  |       |                                       |        |      |       |        |        |   |        |        |       
|                                         |                                                        | Total costs and expenses     |      |                    | 4,588 |                  |       |                                       | 5,705  |      |       |        | 9,317  |   |        |        | 11,020 |  
|                                         |                                                        |                              |      |                    |       |                  |       |                                       |        |      |       |        |        |   |        |        |       
|Operating income (loss)                  |                                                        |                              | 508  |                    |       |                  | 482   |                                       |        |      | 2,141 |        |        |   | (1,388 | )     
|Other income (expense)                   |                                                        |                              |      |                    |       |                  |       |                                       |        |      |       |        |        |   |        |       
|                                         | Equity
in gains (losses) of unconsolidated investments |                              |      | 4                  |       |                  |       | (32                                   | )      |      |       | 14     |        |   |        | (64    | )     
|                                         | Gain (loss) on sale of properties and other assets     |                              |      | (28                | )     |                  |       | (791                                  | )      |      |       | 68     |        |   |        | (1,036 | )     
|                                         | Interest
and other income (expense)                    |                              |      | 802                |       |                  |       | (169                                  | )      |      |       | 862    |        |   |        | (33    | )     
|                                         | Interest expense                                       |                              |      | (403               | )     |                  |       | (414                                  | )      |      |       | (908   | )      |   |        | (859   | )     
|                                         |                                                        |                              |      |                    |       |                  |       |                                       |        |      |       |        |        |   |        |        |       
|                                         |                                                        | Total other income (expense) |      |                    | 375   |                  |       |                                       | (1,406 | )    |       |        | 36     |   |        |        | (1,992 | )
|                                         |                                                        |                              |      |                    |       |                  |       |                                       |        |      |       |        |        |   |        |        |       
|Net income (loss) before income taxes    |                                                        |                              | 883  |                    |       |                  | (924  | )                                     |        |      | 2,177 |        |        |   | (3,380 | )     
|Provision (benefit) for income taxes     |                                                        |                              | 327  |                    |       |                  | (433  | )                                     |        |      | 806   |        |        |   | (1,033 | )     
|                                         |                                                        |                              |      |                    |       |                  |       |                                       |        |      |       |        |        |   |        |        |       
|Net income (loss)                        |                                                        |                              | 556  |                    |       |                  | (491  | )                                     |        |      | 1,371 |        |        |   | (2,347 | )     
|Less: dividends on preferred shares      |                                                        |                              | 111  |                    |       |                  | 90    |                                       |        |      | 222   |        |        |   | 180    |       
|                                         |                                                        |                              |      |                    |       |                  |       |                                       |        |      |       |        |        |   |        |        |       
|Income (loss) available to common shares |                                                        | $                            | 445  |                    |       | $                | (581  | )                                     |        | $    | 1,149 |        |        | $ | (2,527 | )     
|                                         |                                                        |                              |      |                    |       |                  |       |                                       |        |      |       |        |        |   |        |        |       
|Basic income (loss) per share            |                                                        | $                            | 0.05 |                    |       | $                | (0.06 | )                                     |        | $    | 0.12  |        |        | $ | (0.27  | )     
|                                         |                                                        |                              |      |                    |       |                  |       |                                       |        |      |       |        |        |   |        |        |       
|Diluted income (loss) per share          |                                                        | $                            | 0.05 |                    |       | $                | (0.06 | )                                     |        | $    | 0.12  |        |        | $ | (0.27  | )     
|                                         |                                                        |                              |      |                    |       |                  |       |                                       |        |      |       |        |        |   |        |        |       
|Weighted average shares outstanding      |                                                        |                              |      |                    |       |                  |       |                                       |        |      |       |        |        |   |        |       
|                                         | Basic                                                  |                              |      | 9,338              |       |                  |       | 9,338                                 |        |      |       | 9,338  |        |   |        | 9,349  |       
|                                         | Diluted                                                |                              |      | 9,361              |       |                  |       | 9,338                                 |        |      |       | 9,361  |        |   |        | 9,349  |       

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TOREADOR RESOURCES CORPORATION




CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

|                                                                     |                                                                                          |                                                        |       |                                                     |       |                |        |        |        |   |        |  
|-------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------------------------------ | ----- | --------------------------------------------------- | ----- | -------------- | ------ | ------ | ------ | - | ------ | -
|                                                                     |                                                                                          |                                                        |       |                                                     |       | Six Months    
|                                                                     |                                                                                          |                                                        |       |                                                     |       | Ended June 30 
|                                                                     |                                                                                          |                                                        |       |                                                     |       |               
|                                                                     |                                                                                          |                                                        |       |                                                     |       | 2003           |        | 2002  
|                                                                     |                                                                                          |                                                        |       |                                                     |       |                |        |       
|                                                                     |                                                                                          |                                                        |       |                                                     |       | (in thousands)
|Cash flows from operating activities:                                |                                                                                          |                                                        |       |                                                     |       |                |        |       
|                                                                     | Net income (loss)                                                                        |                                                        | $     | 1,371                                               |       |                | $      | (2,347 | )     
|                                                                     | Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                                        |       |                                                     |       |                |        |        |       
|                                                                     |                                                                                          | Depreciation, depletion and amortization               |       |                                                     | 1,928 |                |        |        | 3,173  |  
|                                                                     |                                                                                          | (Gain) loss on sale of properties and assets           |       |                                                     | (68   | )              |        |        | 1,036  |  
|                                                                     |                                                                                          | Unrealized losses on commodity derivatives             |       |                                                     | 904   |                |        |        | 2,107  |  
|                                                                     |                                                                                          | Equity in (gains) losses of unconsolidated investments |       |                                                     | (14   | )              |        |        | 82     |  
|                                                                     |                                                                                          |                                                        |       |                                                     |       |                |        |        |       
|Cash flow from operating activities before change in working capital |                                                                                          |                                                        | 4,121 |                                                     |       |                | 4,051  |       
|                                                                     | Decrease (increase) in operating assets:                                                 |                                                        |       |                                                     |       |                |        |        |       
|                                                                     |                                                                                          | Accounts and notes receivable                          |       |                                                     | (438  | )              |        |        | (941   | )
|                                                                     |                                                                                          | Income taxes receivable                                |       |                                                     | 512   |                |        |        | (497   | )
|                                                                     |                                                                                          | Other current assets                                   |       |                                                     | (78   | )              |        |        | (313   | )
|                                                                     |                                                                                          | Other assets                                           |       |                                                     | (77   | )              |        |        | 17     |  
|                                                                     | Increase (decrease) in operating liabilities:                                            |                                                        |       |                                                     |       |                |        |        |       
|                                                                     |                                                                                          | Accounts payable and accrued liabilities               |       |                                                     | (798  | )              |        |        | (2,198 | )
|                                                                     |                                                                                          | Income taxes payable                                   |       |                                                     | 1,058 |                |        |        | 336    |  
|                                                                     |                                                                                          | Deferred taxes                                         |       |                                                     |      |                |        |        | (828   | )
|                                                                     |                                                                                          | Other                                                  |       |                                                     | (491  | )              |        |        | 64     |  
|                                                                     |                                                                                          |                                                        |       |                                                     |       |                |        |        |       
|                                                                     |                                                                                          |                                                        |       | Net cash provided (used in) operating activities    |       |                | 3,809  |        |        |   | (309   | )
|Cash flows from investing activities:                                |                                                                                          |                                                        |       |                                                     |       |                |        |       
|                                                                     | Expenditures for properties and equipment                                                |                                                        |       | (2,066                                              | )     |                |        | (1,262 | )     
|                                                                     | Proceeds from the sale of properties and equipment                                       |                                                        |       | 413                                                 |       |                |        | 1,971  |       
|                                                                     | Purchase of marketable securities                                                        |                                                        |       |                                                    |       |                |        | (51    | )     
|                                                                     | Proceeds from sale of marketable securities                                              |                                                        |       |                                                    |       |                |        | 215    |       
|                                                                     |                                                                                          |                                                        |       |                                                     |       |                |        |        |       
|                                                                     |                                                                                          |                                                        |       | Net cash provided by (used in) investing activities |       |                | (1,653 | )      |        |   | 873    |  
|Cash flows from financing activities:                                |                                                                                          |                                                        |       |                                                     |       |                |        |       
|                                                                     | Payment for debt issuance costs                                                          |                                                        |       |                                                    |       |                |        | (100   | )     
|                                                                     | Borrowings under revolving credit arrangements                                           |                                                        |       | 1,876                                               |       |                |        | 3,727  |       
|                                                                     | Repayments under revolving credit arrangements                                           |                                                        |       | (4,651                                              | )     |                |        | (5,261 | )     
|                                                                     | Payment of preferred dividends                                                           |                                                        |       | (222                                                | )     |                |        | (180   | )     
|                                                                     | Purchase of treasury stock                                                               |                                                        |       |                                                    |       |                |        | (180   | )     
|                                                                     |                                                                                          |                                                        |       |                                                     |       |                |        |        |       
|                                                                     |                                                                                          |                                                        |       | Net cash used in financing activities               |       |                | (2,997 | )      |        |   | (1,994 | )
|Net decrease in cash and cash equivalents                            |                                                                                          |                                                        | (841  | )                                                   |       |                | (1,430 | )     
|Cash and cash equivalents, beginning of period                       |                                                                                          |                                                        | 976   |                                                     |       |                | 2,155  |       
|                                                                     |                                                                                          |                                                        |       |                                                     |       |                |        |        |       
|Cash and cash equivalents, end of period                             |                                                                                          | $                                                      | 135   |                                                     |       | $              | 725    |       
|                                                                     |                                                                                          |                                                        |       |                                                     |       |                |        |        |       
|Supplemental disclosure of cash flow information:                    |                                                                                          |                                                        |       |                                                     |       |                |        |       
|                                                                     | Cash paid during the period for interest                                                 |                                                        | $     | 380                                                 |       |                | $      | 414    |       
|                                                                     | Asset retirement obligation at January 1, 2003                                           |                                                        |       | 1,690                                               |       |                |        |       |       
|                                                                     | Capitalized asset retirement obligation, net                                             |                                                        |       | 1,742                                               |       |                |        |       |       

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##### Table of Contents






TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 1  BASIS OF PRESENTATION

You should read these consolidated financial statements along with the
consolidated financial statements and notes in the 2002 Annual Report on Form
10-K of Toreador Resources Corporation (the Company, we, us, our) filed with
the Securities and Exchange Commission. In our opinion, the information
furnished herein reflects all adjustments, only consisting of normal recurring
adjustments necessary, for a fair presentation of the results of these interim
periods. Amounts reported in tables are in thousands, except for per share
date.

NOTE 2  COMPREHENSIVE INCOME

The following table presents the components of comprehensive income, net of
related tax (amounts in thousands):

|                                                      |  |                           |     |                         |  |      |        |      |  |   |       |  |  |   |        |  
|----------------------------------------------------- |  | ------------------------- | --- | ----------------------- |  | ---- | ------ | ---- |  | - | ----- |  |  | - | ------ | -
|                                                      |  | Three
Months EndedJune 30 |     | Six Months EndedJune 30
|                                                      |  |                           |     |                        
|                                                      |  | 2003                      |     | 2002                    |  | 2003 |        | 2002
|                                                      |  |                           |     |                         |  |      |        |     
|Income (loss) available to
common shares              |  | $                         | 556 |                         |  | $    | (491   | )    |  | $ | 1,371 |  |  | $ | (2,347 | )
|Foreign currency
translation adjustment               |  |                           | 94  |                         |  |      | (2,251 | )    |  |   | 1,177 |  |  |   | (840   | )
|Change in fair value of
available-for-sale
securities |  |                           | 12  |                         |  |      | (22    | )    |  |   | 18    |  |  |   | (51    | )
|                                                      |  |                           |     |                         |  |      |        |      |  |   |       |  |  |   |        |  
|Comprehensive income (loss)                           |  | $                         | 662 |                         |  | $    | (2,764 | )    |  | $ | 2,566 |  |  | $ | (3,238 | )
|                                                      |  |                           |     |                         |  |      |        |      |  |   |       |  |  |   |        |  

NOTE 3  RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

On August 15, 2001, the FASB issued Statement No. 143, Accounting for Asset
Retirement Obligations (Statement 143). Initiated in 1994 as a project to
account for the costs of nuclear decommissioning, the FASB expanded the scope
to include similar closure or removal-type costs in other industries that are
incurred at any time during the life of an asset. That standard requires
entities to record the fair value of a liability for an asset retirement
obligation in the period in which it is incurred. When the liability is
initially recorded, the entity capitalizes a cost by increasing the carrying
amount of the related long-lived asset. Over time, the liability is accreted to
its present value each period, and the capitalized cost is depreciated over the
useful life of the related asset. Upon settlement of the liability, an entity
either settles the obligation for its recorded amount or incurs a gain or loss
upon settlement. The standard became effective for fiscal years beginning after
June 15, 2002. We adopted Statement 143 on January 1, 2003. Upon adoption of
Statement 143, we recorded an increase to Property and Equipment and an
offsetting entry to Asset Retirement Obligations of approximately $1,690,000
and $1,716,000, respectively, as a result of the Company separately accounting
for salvage values and recording the estimated fair value of its plugging and
abandonment obligation on the balance sheet. The impact of adopting FAS 143
was determined to be immaterial. We do not expect the effects of adopting
Statement 143 to have a material impact on our financial position or results of
operations in future years.

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##### Table of Contents



TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

The following tables describe on a pro forma basis our asset retirement
liability as if FAS 143 had been adopted on January 1, 2002 (amounts in
thousands, except for per share data).

|                                       |                                         |                     |       |       |   |      |       |       |     | 
|-------------------------------------- | --------------------------------------- | ------------------- | ----- | ----- | - | ---- | ----- | ----- | --- | 
|                                       |                                         |                     |       | 2003  |   | 2002
|Asset retirement obligation January 1, |                                         | $                   | 1,690 |       |   | $    | 2,153 |      
|Asset retirement accretion expense     |                                         |                     | 52    |       |   |      | 63    |      
|                                       |                                         | Less: plugging cost |       |       |  |      |       |       |    | 
|                                       |                                         | Less: property sold |       |       |  |      |       |       | 187 | 
|                                       |                                         |                     |       |       |   |      |       |      
|                                       | Asset retirement obligation at June 30, |                     | $     | 1,742 |   |      | $     | 2,029 |    
|                                       |                                         |                     |       |       |   |      |       |      

|                                              |         |   |                |       |                |   |        |       |  
|--------------------------------------------- | ------- | - | -------------- | ----- | -------------- | - | ------ | ----- | -
|                                              |         |   | Three Months   |       | Six Months    
|                                              |         |   | Ended June 30, |       | Ended June 30,
|                                              |         |   | 2002           |       | 2002          
|                                              |         |   |                |       |               
|Net income, reported                          |         | $ | (581           | )     |                | $ | (2,527 | )    
|Less: retirement obligation
accretion expense |         |   | (33            | )     |                |   | (66    | )    
|Plus: depreciation on salvage value           |         |   |               |       |                |   | 152    |      
|                                              |         |   |                |       |                |   |        |      
|Net income pro forma                          |         | $ | (614           | )     |                | $ | (2,441 | )    
|                                              |         |   |                |       |                |   |        |      
|Earnings per share:                           |         |   |                |       |                |   |        |      
|As reported                                   |         |   |                |       |                |   |        |      
|                                              | Basic   |   | $              | (0.06 | )              |   | $      | (0.27 | )
|                                              | Diluted |   | $              | (0.06 | )              |   | $      | (0.27 | )
|Pro forma                                     |         |   |                |       |                |   |        |      
|                                              | Basic   |   | $              | (0.07 | )              |   | $      | (0.26 | )
|                                              | Diluted |   | $              | (0.07 | )              |   | $      | (0.26 | )

In April 2002, the FASB issued Statement No. 145, Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections (Statement 145), related to accounting for debt extinguishments,
leases and intangible assets of motor carriers. The provisions of Statement 145
became effective for fiscal years beginning after May 15, 2002. Because we do
not have, and we do not anticipate having, debt extinguishments or the type of
lease transactions mentioned in Statement 145, we believe that adopting
Statement 145 has not had and will not have a material impact on our financial
position or results of operations.

In July 2002, the FASB issued Statement No. 146, Accounting for Costs
Associated with Exit or Disposal Activities (Statement 146). Statement 146
requires that a liability for costs associated with an exit or disposal
activity should be initially recognized when it is incurred. Statement 146
differs from previous standards in that under previous standards, such costs
are recognized in the period in which an entity commits to a plan of disposal.
Under Statement 146, the costs are recognized in the period when an actual
disposal is under way. Examples of costs included under Statement 146 include
one-time termination benefits, costs to consolidate or close facilities and to
relocate employees. Statement 146 is effective for exit or disposal activities
initiated after December 31, 2002. On June 17, 2003, Toreador committed to the
termination of four employees. Two engineers, one geologist and one part-time
employee were terminated in an effort to reduce general and administrative
costs. Total severance

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

expense and liability for six months ended June 30, 2003
were approximately $459,599 and $423,771, respectively. The following table
provides a reconciliation of the liability: (amounts in thousands)

|                                           |                        |        |     |    | 
|------------------------------------------ | ---------------------- | ------ | --- | -- | 
|Exit Cost or Disposal Activity             |                        | Amount
|                                           |                        |       
|Employee severance liability June 17, 2003 |                        | $      | 466 |   
|                                           | Cost incurred          |        |     |   | 
|                                           | Adjustments            |        |     |   | 
|                                           | Less: Payroll payments |        |     | 42 | 
|                                           |                        |        |     |   
|Severance liability June 30, 2003          |                        | $      | 424 |   

In October 2002, the FASB issued Statement No. 147, Acquisitions of Certain
Financial Institutions  an Amendment of FASB Statements No. 72 and 144 and
FASB Interpretation No. 9 (Statement 147). Statement 147 is not applicable to
our business.

In December 2002, the FASB issued Statement No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure (Statement 148). Statement 148
provides alternative methods of transition to the fair value method of
accounting proscribed by FASB Statement No. 123, Accounting for Stock-Based
Compensation (Statement 123). Statement 148 also amends the disclosure
provisions of Statement 123 and Accounting Principles Board Opinion No. 28,
Interim Financial Reporting, to require disclosure in the summary of
significant accounting policies of the effects of an entitys accounting policy
with respect to stock-based employee compensation on reported net income and
earnings per share in annual and interim financial statements. Statement 148
does not require companies to account for employee stock options under the fair
value method. We do not anticipate adopting the fair value method of accounting
for stock-based compensation; however, we have adopted the disclosure
provisions of Statement 148 in this filing. Net income would have been adjusted
as per the pro forma amounts as follows (amounts in thousands, except per share
data):

|                                                   |  |   |                                                                                         |             |   |                           |      |                         |   |       |       |      |   |      |        |   |   |       |       |  
|-------------------------------------------------- |  | - | --------------------------------------------------------------------------------------- | ----------- | - | ------------------------- | ---- | ----------------------- | - | ----- | ----- | ---- | - | ---- | ------ | - | - | ----- | ----- | -
|                                                   |  |   |                                                                                         |             |   | Three Months EndedJune 30 |      | Six Months EndedJune 30
|                                                   |  |   |                                                                                         |             |   |                           |      |                        
|                                                   |  |   |                                                                                         |             |   | 2003                      |      | 2002                    |   | 2003  |       | 2002
|                                                   |  |   |                                                                                         |             |   |                           |      |                         |   |       |       |     
|Income (loss) available to common shares           |  |   |                                                                                         |             |   |                           |      |                         |   |       |       |      |   |      |        |  
|As reported                                        |  | $ | 445                                                                                     |             |   | $                         | (581 | )                       |   | $     | 1,149 |      |   | $    | (2,527 | )
|                                                   |  |   | Stock-based employee
compensation expense determine under fair value method, net of tax |             |   | (70                       | )    |                         |   | (39   | )     |      |   | (154 | )      |   |   | (246  | )    
|                                                   |  |   |                                                                                         |             |   |                           |      |                         |   |       |       |      |   |      |        |  
|Pro forma                                          |  | $ | 375                                                                                     |             |   | $                         | (620 | )                       |   | $     | 995   |      |   | $    | (2,773 | )
|                                                   |  |   |                                                                                         |             |   |                           |      |                         |   |       |       |      |   |      |        |  
|Income (loss) available to common
shares, basic:   |  |   |                                                                                         |             |   |                           |      |                         |   |       |       |      |   |      |        |  
|                                                   |  |   |                                                                                         | As reported |   | $                         | 0.05 |                         |   | $     | (0.06 | )    |   | $    | 0.12   |   |   | $     | (0.27 | )
|                                                   |  |   |                                                                                         | Pro forma   |   | $                         | 0.04 |                         |   | $     | (0.06 | )    |   | $    | 0.11   |   |   | $     | (0.30 | )
|Income (loss) available to common
shares, diluted: |  |   |                                                                                         |             |   |                           |      |                         |   |       |       |      |   |      |        |  
|                                                   |  |   |                                                                                         | As reported | $ | 0.05                      |      |                         | $ | (0.06 | )     |      | $ | 0.12 |        |   | $ | (0.27 | )    
|                                                   |  |   |                                                                                         | Pro forma   | $ | 0.04                      |      |                         | $ | (0.06 | )     |      | $ | 0.11 |        |   | $ | (0.30 | )    

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 4  GEOGRAPHIC OPERATING SEGMENT INFORMATION

We have operations in only one industry segment, the oil and gas exploration
and production industry. We have structured the Company along geographic
operating segments or regions. As a result, we have reportable operations in
the United States, France and Turkey. Geographic operating segment income tax
expenses have been determined based on statutory rates existing in the various
tax jurisdictions where we have oil and natural gas producing activities.

The following tables provide the geographic operating segment data required by
Statement of Financial Accounting Standards No. 131, Disclosure about Segments
of an Enterprise and Related Information. Operations in France and Turkey began
when we completed our acquisition of Madison on December 31, 2001 (the
Merger). Subsequent to December 31, 2001, we combined the United States and
Headquarters and Other segments to more accurately reflect the way we analyze
our operations.

|                                     |                                                        |                              |        |                             |       |        |        |        |       |       |        |        |     |        |        |        |       |        |        |       |        |   |        |       |       |   |       |     |     |   |        |       |        |  
|------------------------------------ | ------------------------------------------------------ | ---------------------------- | ------ | --------------------------- | ----- | ------ | ------ | ------ | ----- | ----- | ------ | ------ | --- | ------ | ------ | ------ | ----- | ------ | ------ | ----- | ------ | - | ------ | ----- | ----- | - | ----- | --- | --- | - | ------ | ----- | ------ | -
|                                     |                                                        |                              |        | Three Months Ended June 30,
|                                     |                                                        |                              |        |                            
|                                     |                                                        |                              |        | 2003                        |       | 2002  
|                                     |                                                        |                              |        |                             |       |       
|                                     |                                                        |                              |        | United                      |       |        |        |        |       |       |        |        |     |        |        |        |       | United |        |       |        |   |        |       |       |   |       |     |     |  
|                                     |                                                        |                              |        | States                      |       | France |        | Turkey |       | Total |        | States |     | France |        | Turkey |       | Total 
|                                     |                                                        |                              |        |                             |       |        |        |        |       |       |        |        |     |        |        |        |       |       
|Revenues:                            |                                                        |                              |        |                             |       |        |        |        |       |       |        |        |     |        |        |        |       |        |        |       |        |   |        |       |       |   |       |     |     |   |        |      
|                                     | Oil and gas sales                                      |                              | $      | 3,268                       |       |        | $      | 2,037  |       |       | $      | 518    |     |        | $      | 5,823  |       |        | $      | 3,190 |        |   | $      | 2,533 |       |   | $     | 521 |     |   | $      | 6,244 |       
|                                     | Loss on commodity derivatives                          |                              |        | (638                        | )     |        |        | (178   | )     |       |        |       |     |        |        | (816   | )     |        |        | (176  | )      |   |        | (112  | )     |   |       |    |     |   |        | (288  | )     
|                                     | Lease bonus and rentals                                |                              |        | 89                          |       |        |        |       |       |       |        |       |     |        |        | 89     |       |        |        | 231   |        |   |        |      |       |   |       |    |     |   |        | 231   |       
|                                     |                                                        |                              |        |                             |       |        |        |        |       |       |        |        |     |        |        |        |       |        |        |       |        |   |        |       |       |   |       |     |     |   |        |       |       
|                                     |                                                        | Total Revenues               |        |                             | 2,719 |        |        |        | 1,859 |       |        |        | 518 |        |        |        | 5,096 |        |        |       | 3,245  |   |        |       | 2,421 |   |       |     | 521 |   |        |       | 6,187  |  
|Cost and expenses:                   |                                                        |                              |        |                             |       |        |        |        |       |       |        |        |     |        |        |        |       |        |        |       |        |   |        |       |       |   |       |     |     |   |        |      
|                                     | Lease operating                                        |                              |        | 646                         |       |        |        | 832    |       |       |        | 193    |     |        |        | 1,671  |       |        |        | 592   |        |   |        | 975   |       |   |       | 226 |     |   |        | 1,793 |       
|                                     | Exploration and acquisition                            |                              |        | 186                         |       |        |        |       |       |       |        | 61     |     |        |        | 247    |       |        |        | 204   |        |   |        |      |       |   |       |    |     |   |        | 204   |       
|                                     | Depreciation, depletion and
amortization               |                              |        | 102                         |       |        |        | 328    |       |       |        | 172    |     |        |        | 602    |       |        |        | 851   |        |   |        | 451   |       |   |       | 319 |     |   |        | 1,621 |       
|                                     | Reduction in force                                     |                              |        | 466                         |       |        |        |       |       |       |        |       |     |        |        | 466    |       |        |        |      |        |   |        |      |       |   |       |    |     |   |        |      |       
|                                     | General and administrative                             |                              |        | 1,029                       |       |        |        | 456    |       |       |        | 117    |     |        |        | 1,602  |       |        |        | 1,779 |        |   |        | 132   |       |   |       | 176 |     |   |        | 2,087 |       
|                                     |                                                        |                              |        |                             |       |        |        |        |       |       |        |        |     |        |        |        |       |        |        |       |        |   |        |       |       |   |       |     |     |   |        |       |       
|                                     |                                                        | Total costs and expenses     |        |                             | 2,429 |        |        |        | 1,616 |       |        |        | 543 |        |        |        | 4,588 |        |        |       | 3,426  |   |        |       | 1,558 |   |       |     | 721 |   |        |       | 5,705  |  
|Operating income (loss)              |                                                        |                              | 290    |                             |       |        | 243    |        |       |       | (25    | )      |     |        | 508    |        |       |        | (181   | )     |        |   | 863    |       |       |   | (200  | )   |     |   | 482    |      
|Other income (expense)               |                                                        |                              |        |                             |       |        |        |        |       |       |        |        |     |        |        |        |       |        |        |       |        |   |        |       |       |   |       |     |     |   |        |      
|                                     | Equity in gains (losses) of
unconsolidated investments |                              |        | 17                          |       |        |        |       |       |       |        |       |     |        |        | 17     |       |        |        | (32   | )      |   |        |      |       |   |       |    |     |   |        | (32   | )     
|                                     | Loss on sale of properties                             |                              |        | (28                         | )     |        |        |       |       |       |        |       |     |        |        | (28    | )     |        |        | (787  | )      |   |        |      |       |   |       |    |     |   |        | (787  | )     
|                                     | Loss on sale of marketable securities                  |                              |        |                            |       |        |        |       |       |       |        |       |     |        |        |       |       |        |        | (4    | )      |   |        |      |       |   |       |    |     |   |        | (4    | )     
|                                     | Interest and other income (expense)                    |                              |        | 26                          |       |        |        | 821    |       |       |        | (58    | )   |        |        | 789    |       |        |        | (4    | )      |   |        | (185  | )     |   |       | 20  |     |   |        | (169  | )     
|                                     | Interest income (expense)                              |                              |        | (325                        | )     |        |        | (103   | )     |       |        | 25     |     |        |        | (403   | )     |        |        | (298  | )      |   |        | (116  | )     |   |       |    |     |   |        | (414  | )     
|                                     |                                                        |                              |        |                             |       |        |        |        |       |       |        |        |     |        |        |        |       |        |        |       |        |   |        |       |       |   |       |     |     |   |        |       |       
|                                     |                                                        | Total other income (expense) |        |                             | (310  | )      |        |        | 718   |       |        |        | (33 | )      |        |        | 375   |        |        |       | (1,125 | ) |        |       | (301  | ) |       |     | 20  |   |        |       | (1,406 | )
|Net income (loss) before income tax  |                                                        |                              | (20    | )                           |       |        | 961    |        |       |       | (58    | )      |     |        | 883    |        |       |        | (1,306 | )     |        |   | 562    |       |       |   | (180  | )   |     |   | (924   | )    
|Provision (benefit) for income taxes |                                                        |                              | 327    |                             |       |        |       |        |       |       |       |        |     |        | 327    |        |       |        | (433   | )     |        |   |       |       |       |   |      |     |     |   | (433   | )    
|Net income (loss)                    |                                                        |                              | (347   | )                           |       |        | 961    |        |       |       | (58    | )      |     |        | 556    |        |       |        | (873   | )     |        |   | 562    |       |       |   | (180  | )   |     |   | (491   | )    
|Dividends on preferred shares        |                                                        |                              | 111    |                             |       |        |       |        |       |       |       |        |     |        | 111    |        |       |        | 90     |       |        |   |       |       |       |   |      |     |     |   | 90     |      
|                                     |                                                        |                              |        |                             |       |        |        |        |       |       |        |        |     |        |        |        |       |        |        |       |        |   |        |       |       |   |       |     |     |   |        |       |       
|Total assets (1)                     |                                                        | $                            | 89,911 |                             |       | $      | 29,959 |        |       | $     | 11,832 |        |     | $      | 90,969 |        |       | $      | 54,514 |       |        | $ | 25,364 |       |       | $ | 9,055 |     |     | $ | 88,933 |      



|(1) |  | Total consolidated assets reflect the effect of intersegment eliminations.
|--- |  | --------------------------------------------------------------------------

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##### Table of Contents



TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

|                                     |                                                        |                              |        |                           |       |        |        |        |       |       |        |        |       |        |        |        |        |        |        |        |        |   |        |        |       |   |       |       |       |   |        |        |        |  
|------------------------------------ | ------------------------------------------------------ | ---------------------------- | ------ | ------------------------- | ----- | ------ | ------ | ------ | ----- | ----- | ------ | ------ | ----- | ------ | ------ | ------ | ------ | ------ | ------ | ------ | ------ | - | ------ | ------ | ----- | - | ----- | ----- | ----- | - | ------ | ------ | ------ | -
|                                     |                                                        |                              |        | Six Months Ended June 30,
|                                     |                                                        |                              |        |                          
|                                     |                                                        |                              |        | 2003                      |       | 2002  
|                                     |                                                        |                              |        |                           |       |       
|                                     |                                                        |                              |        | United                    |       |        |        |        |       |       |        |        |       |        |        |        |        | United |        |        |        |   |        |        |       |   |       |       |       |  
|                                     |                                                        |                              |        | States                    |       | France |        | Turkey |       | Total |        | States |       | France |        | Turkey |        | Total 
|                                     |                                                        |                              |        |                           |       |        |        |        |       |       |        |        |       |        |        |        |        |       
|Revenues:                            |                                                        |                              |        |                           |       |        |        |        |       |       |        |        |       |        |        |        |        |        |        |        |        |   |        |        |       |   |       |       |       |   |        |       
|                                     | Oil and gas sales                                      |                              | $      | 7,510                     |       |        | $      | 4,671  |       |       | $      | 1,231  |       |        | $      | 13,412 |        |        | $      | 5,972  |        |   | $      | 4,552  |       |   | $     | 1,041 |       |   | $      | 11,565 |       
|                                     | Loss on commodity derivatives                          |                              |        | (1,856                    | )     |        |        | (302   | )     |       |        |       |       |        |        | (2,158 | )      |        |        | (1,166 | )      |   |        | (1,268 | )     |   |       |      |       |   |        | (2,434 | )     
|                                     | Lease bonus and rentals                                |                              |        | 204                       |       |        |        |       |       |       |        |       |       |        |        | 204    |        |        |        | 501    |        |   |        |       |       |   |       |      |       |   |        | 501    |       
|                                     |                                                        |                              |        |                           |       |        |        |        |       |       |        |        |       |        |        |        |        |        |        |        |        |   |        |        |       |   |       |       |       |   |        |        |       
|                                     |                                                        | Total Revenues               |        |                           | 5,858 |        |        |        | 4,369 |       |        |        | 1,231 |        |        |        | 11,458 |        |        |        | 5,307  |   |        |        | 3,284 |   |       |       | 1,041 |   |        |        | 9,632  |  
|Cost and expenses:                   |                                                        |                              |        |                           |       |        |        |        |       |       |        |        |       |        |        |        |        |        |        |        |        |   |        |        |       |   |       |       |       |   |        |       
|                                     | Lease operating                                        |                              |        | 1,055                     |       |        |        | 1,969  |       |       |        | 402    |       |        |        | 3,426  |        |        |        | 1,276  |        |   |        | 2,011  |       |   |       | 442   |       |   |        | 3,729  |       
|                                     | Exploration and acquisition                            |                              |        | 338                       |       |        |        |       |       |       |        | 61     |       |        |        | 399    |        |        |        | 449    |        |   |        |       |       |   |       |      |       |   |        | 449    |       
|                                     | Depreciation, depletion and
amortization               |                              |        | 936                       |       |        |        | 631    |       |       |        | 361    |       |        |        | 1,928  |        |        |        | 1,849  |        |   |        | 893    |       |   |       | 431   |       |   |        | 3,173  |       
|                                     | Reduction in force                                     |                              |        | 466                       |       |        |        |       |       |       |        |       |       |        |        | 466    |        |        |        |       |        |   |        |       |       |   |       |      |       |   |        |       |       
|                                     | General and administrative                             |                              |        | 2,017                     |       |        |        | 717    |       |       |        | 364    |       |        |        | 3,098  |        |        |        | 3,088  |        |   |        | 250    |       |   |       | 331   |       |   |        | 3,669  |       
|                                     |                                                        |                              |        |                           |       |        |        |        |       |       |        |        |       |        |        |        |        |        |        |        |        |   |        |        |       |   |       |       |       |   |        |        |       
|                                     |                                                        | Total costs and expenses     |        |                           | 4,812 |        |        |        | 3,317 |       |        |        | 1,188 |        |        |        | 9,317  |        |        |        | 6,662  |   |        |        | 3,154 |   |       |       | 1,204 |   |        |        | 11,020 |  
|Operating income (loss)              |                                                        |                              | 1,046  |                           |       |        | 1,052  |        |       |       | 43     |        |       |        | 2,141  |        |        |        | (1,355 | )      |        |   | 130    |        |       |   | (163  | )     |       |   | (1,388 | )     
|Other income (expense)               |                                                        |                              |        |                           |       |        |        |        |       |       |        |        |       |        |        |        |        |        |        |        |        |   |        |        |       |   |       |       |       |   |        |       
|                                     | Equity in gains (losses) of
unconsolidated investments |                              |        | 50                        |       |        |        |       |       |       |        |       |       |        |        | 50     |        |        |        | (64    | )      |   |        |       |       |   |       |      |       |   |        | (64    | )     
|                                     | Gain (loss) on sale of properties                      |                              |        | 68                        |       |        |        |       |       |       |        |       |       |        |        | 68     |        |        |        | (1,035 | )      |   |        |       |       |   |       |      |       |   |        | (1,035 | )     
|                                     | Loss on sale of marketable securities                  |                              |        |                          |       |        |        |       |       |       |        |       |       |        |        |       |        |        |        | (1     | )      |   |        |       |       |   |       |      |       |   |        | (1     | )     
|                                     | Interest and other income (expense)                    |                              |        | 53                        |       |        |        | 831    |       |       |        | (58    | )     |        |        | 826    |        |        |        | 18     |        |   |        | (65    | )     |   |       | 14    |       |   |        | (33    | )     
|                                     | Interest expense                                       |                              |        | (654                      | )     |        |        | (241   | )     |       |        | (13    | )     |        |        | (908   | )      |        |        | (555   | )      |   |        | (304   | )     |   |       |      |       |   |        | (859   | )     
|                                     |                                                        |                              |        |                           |       |        |        |        |       |       |        |        |       |        |        |        |        |        |        |        |        |   |        |        |       |   |       |       |       |   |        |        |       
|                                     |                                                        | Total other income (expense) |        |                           | (483  | )      |        |        | 590   |       |        |        | (71   | )      |        |        | 36     |        |        |        | (1,637 | ) |        |        | (369  | ) |       |       | 14    |   |        |        | (1,992 | )
|Net income (loss) before income tax  |                                                        |                              | 563    |                           |       |        | 1,642  |        |       |       | (28    | )      |       |        | 2,177  |        |        |        | (2,992 | )      |        |   | (239   | )      |       |   | (149  | )     |       |   | (3,380 | )     
|Provision (benefit) for income taxes |                                                        |                              | 806    |                           |       |        |       |        |       |       |       |        |       |        | 806    |        |        |        | (1,033 | )      |        |   |       |        |       |   |      |       |       |   | (1,033 | )     
|Net income (loss)                    |                                                        |                              | (243   | )                         |       |        | 1,642  |        |       |       | (28    | )      |       |        | 1,371  |        |        |        | (1,959 | )      |        |   | (239   | )      |       |   | (149  | )     |       |   | (2,347 | )     
|Dividends on preferred shares        |                                                        |                              | 222    |                           |       |        |       |        |       |       |       |        |       |        | 222    |        |        |        | 180    |        |        |   |       |        |       |   |      |       |       |   | 180    |       
|                                     |                                                        |                              |        |                           |       |        |        |        |       |       |        |        |       |        |        |        |        |        |        |        |        |   |        |        |       |   |       |       |       |   |        |        |       
|Total assets (1)                     |                                                        | $                            | 89,911 |                           |       | $      | 29,959 |        |       | $     | 11,832 |        |       | $      | 90,969 |        |        | $      | 54,514 |        |        | $ | 25,364 |        |       | $ | 9,055 |       |       | $ | 88,933 |       



|(1) |  | Total consolidated assets reflect the effect of intersegment eliminations.
|--- |  | --------------------------------------------------------------------------

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##### Table of Contents



TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 5  DERIVATIVE FINANCIAL INSTRUMENTS

We utilize commodity derivative instruments as part of our risk management
program. These commodity derivatives are not designated as hedges. These
transactions are generally structured as either swaps or collar contracts. A
swap can be described as having the effect of an outright sale at a specific
price. A collar has the effect of creating a sale only if a floor or ceiling
price is exceeded. These instruments (i) reduce the effect of the price
fluctuations of the commodities we produce and sell; (ii) support our annual
capital budgeting and expenditure plans; (iii) protect the amounts required for
servicing outstanding debt; and (iv) maximize the funds available under our
existing credit facilities. The trading party that represents the other side of
each of these transactions is known as a counterparty. The counterparty of
our United States transactions is Coral Energy Holdings, L.P., an affiliate of
Royal Dutch/Shell. The counterparty of our French transactions is Barclays
Capital.

The following table lists our open natural gas derivative contracts as of June
30, 2003. All contracts are based on NYMEX pricing. We estimated the fair value
of the option agreement at June 30, 2003, from quotes by the counterparty
representing the amounts we would expect to receive or pay to terminate the
agreements on that date. We estimated the fair value of the swap agreement
based on the difference between the strike prices and the forward NYMEX prices
for each determination period multiplied by the notional volume for each
period.

|            |  |             |  |              |  |            |        |            |  |              |         |               |  |              |       |  |  |   |          |  
|----------- |  | ----------- |  | ------------ |  | ---------- | ------ | ---------- |  | ------------ | ------- | ------------- |  | ------------ | ----- |  |  | - | -------- | -
|            |  |             |  |              |  | Notional   |        |            |  |              |         |               |  |              |       |  |  |  
|            |  |             |  |              |  | Volume per |        | Aggregate  |  |              |         |               |  | Fair
Value 
|Contract    |  | Effective   |  | Termination  |  | Month      |        | Volume     |  | Strike Price |         | Gain/(Loss)  
|Type        |  | Date        |  | Date         |  | (MMBtu)(1) |        | (MMBtu)(1) |  | per MMBtu    |         | June 30, 2003
|            |  |             |  |              |  |            |        |            |  |              |         |              
|Swap        |  | Aug2003     |  | December2003 |  |            | 30,000 |            |  |              | 150,000 |               |  | $            | 3.900 |  |  | $ | (249,510 | )
|            |  | January2004 |  | December2004 |  |            | 50,000 |            |  |              | 600,000 |               |  | $            | 3.900 |  |  | $ | (759,000 | )
|Put Option  |  | Aug2003     |  | December2003 |  |            | 80,000 |            |  |              | 400,000 |               |  | $            | 3.250 |  |  | $ | 4,157    |  
|            |  | January2004 |  | December2004 |  |            | 50,000 |            |  |              | 600,000 |               |  | $            | 3.250 |  |  | $ | 57,992   |  
|Call Option |  | Aug2003     |  | December2003 |  |            | 80,000 |            |  |              | 400,000 |               |  | $            | 4.850 |  |  | $ | (385,835 | )
|            |  | January2004 |  | December2004 |  |            | 50,000 |            |  |              | 600,000 |               |  | $            | 5.275 |  |  | $ | (433,177 | )



---

|(1) |  | MMBtu - Million British thermal units.
|--- |  | --------------------------------------

The following table lists our open crude oil derivative contracts as of June
30, 2003. Our crude oil derivatives will expire at December 31, 2003. We
estimated the fair value of the swap agreements based on the difference between
the strike prices and the forward index prices for each determination period
multiplied by the notional volume for each period.

|               |  |            |  |              |  |        |        |        |  |              |         |           |  |   |        |  |  |             |          |              |  |  |  | 
|-------------- |  | ---------- |  | ------------ |  | ------ | ------ | ------ |  | ------------ | ------- | --------- |  | - | ------ |  |  | ----------- | -------- | ------------ |  |  |  | 
|               |  |            |  |              |  |        |        |        |  | Notional     |         |           |  |   |        |  |  |             |          | Fair Value 
|               |  |            |  |              |  |        |        |        |  | Volume per   |         | Aggregate |  |   |        |  |  | Gain/(Loss)
|Contract       |  | Effective  |  | Termination  |  | Month  |        | Volume |  | Strike Price |         | June 30, 
|Type           |  | Date       |  | Date         |  | (Bbls) |        | (Bbls) |  | per Bbl      |         | 2003     
|               |  |            |  |              |  |        |        |        |  |              |         |          
|BrentCrudeSwap |  | August2003 |  | December2003 |  |        | 20,000 |        |  |              | 100,000 |           |  | $ | 23.108 |  |  | $           | (174,600 | )           

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##### Table of Contents



TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 6  LONG-TERM DEBT

On May 9, 2002, we amended our revolving credit facility with Bank of Texas
(the Texas Facility). The amendment divided the amounts outstanding into two
tranches. Tranche A amounted to $18,024,750, and Tranche B represented all
amounts outstanding in excess of Tranche A. The amendment required that all
amounts outstanding under Tranche B be repaid by July 15, 2002, and called for
a monthly penalty of $50,000 if such amounts were not repaid by July 15, 2002.
In connection with this amendment, we paid a fee of $100,000. On August 1,
2002, we amended the Texas Facility again. Under the terms of this amendment,
Tranche A was increased to $20,000,000, and the due date for Tranche B was
extended to November 1, 2002. Additionally, this amendment required no monthly
penalty if all amounts under Tranche B were repaid by November 1, 2002. In
connection with this amendment, we paid a fee of $75,000. On September 23,
2002, we amended the Texas Facility again. This amendment eliminated the
Tranches, set the borrowing base at $19,375,000 and calls for monthly principal
payments of $150,000 until amended. There was no fee associated with this
amendment. At June 30, 2003, there was $18,055,255 outstanding under the Texas
Facility, and, in accordance with the amendment, we have included $1,800,000
under the current portion of long-term debt on the balance sheet.

As part of our Merger with Madison, we became subject to a revolving credit
facility between Madison and Barclays Bank, Plc (the Barclays Facility) that
matures on December 31, 2005 and is secured by the production from our French
properties and the stock of Madison Oil Company's subsidiaries.
The Barclays Facility was structured in three separate tranches with interest
rates based on LIBOR plus 2.5% to 3%. Total borrowings are limited to the
lesser of the nominal facility amount or a semi-annual borrowing base. In early
2002 Barclays advised us that it intended to withdraw from the reserve-based
lending business and to transfer the balance of its reserve-based loans to one
or more third-party banking institutions. Until a third-party lender assumes
the facility, we will not be allowed to borrow any additional funds under the
Barclays Facility. As a result of this change in direction by Barclays and the
existence of various technical defaults under the Barclays Facility, we have
entered into various waiver agreements with Barclays in 2003. Pursuant to the
terms of the most recent waiver agreement, we are required to make monthly
principal payments through June 2004 equal to the available net cash flow our
international operations. After June 2004, the amount of monthly principal will
be determined based on the next borrowing base review by Barclays. We are also
required to make fee payments monthly in the amount of $25,000 out of international cash flow pursuant to the terms
of the Management Work and Fee Letter dated May 19, 2003. The future payments
are estimated at $400,000 per month until June 30, 2004, and accordingly, we
have included $4.8 million in the current portion of long-term debt on the
balance sheet. Pursuant to the terms of the waiver agreements in 2003, we have
issued to Barclays
warrants that are currently exercisable to purchase an aggregate of 400,000
shares of our common stock at an exercise price of $3.50 per share and have
issued an additional warrant that is exercisable after

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##### Table of Contents



TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

October 13, 2003 to
purchase 100,000 shares of our common stock at an exercise price of $3.52 per
share. These warrants have certain registration rights. Under the terms of the
Warrant Buyback Letter dated May 19, 2003, Toreador will be required to buy the
500,000 outstanding warrants back from Barclays for the sum of $100,000. The
buyback is predicated on the final settlement of all obligations relating to
the Barclays Facility. Per the terms of the Settlement Fee Letter dated May 19,
2003, we have also agreed to make a final settlement payment totaling $925,000,
less the amounts of any payments made to Barclays for interim fees due before
the final settlement, that will be due at the time we extinguish the Barclays
Facility. We have also agreed, among other items, to apply certain amounts that
may be received by Toreador for the Turkish registered capital repatriation to
the repayment of the Barclays Facility. During the first six months of 2003,
we used $2.1 million of our available cash flow to reduce the amounts
outstanding under the Barclays Facility.

We have diligently explored and are continuing to explore alternatives to
refinance all or part of our existing capital structure, including the Barclays
Facility. We are evaluating a number of alternatives to provide funds necessary
for the extinguishment of the Barclays Facility, including a structured
financing or bridge financing to be provided by a third party and a possible
sale of additional equity or debt. However, no assurance can be given that any
of these alternatives will be available as a means of discharging the Barclays
Facility and providing additional working capital.

NOTE 7  LITIGATION

Karak Petroleum.Madison and its wholly-owned subsidiary Trans-Dominion
Holdings Ltd. were named as defendants in a complaint filed in Alberta, Canada,
in 1999. The complaint arose from a dispute between Karak Petroleum, a

subsidiary of Trans-Dominion Holdings, and the operator of an exploratory well
in Pakistan in 1994 in which Karak was a joint interest partner. The plaintiffs
alleged that they were owed approximately $500,000. On August 7, 2002, we
reached an agreement with the plaintiffs in this matter. Under the terms of the
agreement, we agreed to pay the plaintiffs $400,000 for full release of
liability. Written documentation reflecting the foregoing was finalized on
August 29, 2002. The agreement required that we remit the $400,000 in two
installments. The first installment of $50,000 was paid on August 29, 2002, and
the remaining $350,000 was to be paid by February 3, 2003. This liability was
recorded in 2002. In February 2003, the plaintiffs agreed to accept the
$350,000 in varying monthly installments payable at the beginning of each month
beginning February 2003 and concluding in December 2003. As of June 30, 2003
there was $295,000 remaining to be paid.

Turkish Registered Capital.Under the existing Petroleum Law of Turkey,
capital which is invested by foreign companies for projects such as oil and gas
exploration can be registered with the General Directorate of Petroleum Affairs, thereby qualifying for protection against
adverse changes in the exchange rate between the time of the initial investment
and the time such capital is repatriated out of Turkey. Since 1997 the Turkish
government has suspended such protection for repatriated capital. As holder of
more than $50 million of registered capital, we have filed suit in Turkey to
attempt to restore the exchange rate protections afforded under the law. No
amounts are accrued related to this contingency. Holders of Madison common
stock have the right to receive, in cash or our common stock, 30% of any
payments received from the Turkish government for the protection of repatriated
capital prior to December 31, 2003. In March 2002 a lower level court ruled in
favor of Madison. The ruling was subject
to automatic appeal that was heard on December 31, 2002. The appellate court
reversed the lower courts

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##### Table of Contents



TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

ruling. We have appealed the ruling of the appellate
court and expect a hearing no later then the end of September 2003. The current
appeal is the last appeal that can be made by either side in this case.

NOTE 8  EARNINGS PER COMMON SHARE

The following table reconciles the numerators and denominators of the basic and
diluted earnings per ordinary share computation.

|                           |  |                                          |                            |   |                                       |      |                  |   |       |       |       |   |       |      |       |   |        |       |  
|-------------------------- |  | ---------------------------------------- | -------------------------- | - | ------------------------------------- | ---- | ---------------- | - | ----- | ----- | ----- | - | ----- | ---- | ----- | - | ------ | ----- | -
|                           |  |                                          |                            |   | Three Months Ended                    |      | Six Months Ended
|                           |  |                                          |                            |   | June 30                               |      | June 30         
|                           |  |                                          |                            |   |                                       |      |                 
|                           |  |                                          |                            |   | 2003                                  |      | 2002             |   | 2003  |       | 2002 
|                           |  |                                          |                            |   |                                       |      |                  |   |       |       |      
|                           |  |                                          |                            |   | (in thousands, except per share data)
|Basic earnings per share   |  |                                          |                            |   |                                       |      |                  |   |       |       |       |   |       |      |       |  
|Numerator:                 |  |                                          |                            |   |                                       |      |                  |   |       |       |       |   |       |      |       |  
|                           |  | Net income (loss)                        |                            | $ | 556                                   |      |                  | $ | (491  | )     |       | $ | 1,371 |      |       | $ | (2,347 | )    
|                           |  | Less: dividends on preferred shares      |                            |   | 111                                   |      |                  |   | 90    |       |       |   | 222   |      |       |   | 180    |      
|                           |  |                                          |                            |   |                                       |      |                  |   |       |       |       |   |       |      |       |   |        |      
|                           |  | Income (loss) available to common shares |                            | $ | 445                                   |      |                  | $ | (581  | )     |       | $ | 1,149 |      |       | $ | (2,527 | )    
|                           |  |                                          |                            |   |                                       |      |                  |   |       |       |       |   |       |      |       |   |        |      
|Denominator:               |  |                                          |                            |   |                                       |      |                  |   |       |       |       |   |       |      |       |  
|                           |  | Common shares outstanding                |                            |   | 9,338                                 |      |                  |   | 9,338 |       |       |   | 9,338 |      |       |   | 9,349  |      
|                           |  |                                          |                            |   |                                       |      |                  |   |       |       |       |   |       |      |       |   |        |      
|                           |  |                                          | Basic earnings per share   |   | $                                     | 0.05 |                  |   | $     | (0.06 | )     |   | $     | 0.12 |       |   | $      | (0.27 | )
|                           |  |                                          |                            |   |                                       |      |                  |   |       |       |       |   |       |      |       |   |        |      
|Diluted earnings per share |  |                                          |                            |   |                                       |      |                  |   |       |       |       |   |       |      |       |  
|Numerator:                 |  |                                          |                            |   |                                       |      |                  |   |       |       |       |   |       |      |       |  
|                           |  | Net income (loss)                        |                            | $ | 556                                   |      |                  | $ | (491  | )     |       | $ | 1,371 |      |       | $ | (2,347 | )    
|                           |  | Plus interest on debenture net of tax    |                            |   | N/A                                   | (1)  |                  |   | N/A   | (1)   |       |   | N/A   | (1)  |       |   | N/A    | (1)  
|                           |  | Less: dividends on preferred shares      |                            |   | 111                                   |      |                  |   | 90    |       |       |   | 222   |      |       |   | 180    |      
|                           |  |                                          |                            |   |                                       |      |                  |   |       |       |       |   |       |      |       |   |        |      
|                           |  | Income (loss) available to common shares |                            | $ | 445                                   |      |                  | $ | (581  | )     |       | $ | 1,149 |      |       | $ | (2,527 | )    
|                           |  |                                          |                            |   |                                       |      |                  |   |       |       |       |   |       |      |       |   |        |      
|Denominator:               |  |                                          |                            |   |                                       |      |                  |   |       |       |       |   |       |      |       |  
|                           |  | Common shares outstanding                |                            |   | 9,338                                 |      |                  |   | 9,338 |       |       |   | 9,338 |      |       |   | 9,349  |      
|                           |  | Common stock options and warrants        |                            |   | 23                                    |      |                  |   | N/A   | (3)   |       |   | 23    |      |       |   | N/A    | (3)  
|                           |  | Conversion of preferred shares           |                            |   | N/A                                   | (2)  |                  |   | N/A   | (3)   |       |   | N/A   | (2)  |       |   | N/A    | (3)  
|                           |  | Conversion of debenture                  |                            |   | N/A                                   | (2)  |                  |   | N/A   | (3)   |       |   | N/A   | (2)  |       |   | N/A    | (3)  
|                           |  |                                          |                            |   |                                       |      |                  |   |       |       |       |   |       |      |       |   |        |      
|                           |  |                                          | 9,361                      |   |                                       |      | 9,338            |   |       |       | 9,361 |   |       |      | 9,349 |  
|                           |  |                                          |                            |   |                                       |      |                  |   |       |       |       |   |       |      |       |   |        |      
|                           |  |                                          | Diluted earnings per share |   | $                                     | 0.05 |                  |   | $     | (0.06 | )     |   | $     | 0.12 |       |   | $      | (0.27 | )
|                           |  |                                          |                            |   |                                       |      |                  |   |       |       |       |   |       |      |       |   |        |      



|(1) |  | The conversion of the debenture would have been
antidilutive. Therefore, no conversion is assumed for this
calculation.       
|--- |  | ------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | The conversion of the preferred shares would have been
antidilutive. Therefore, no conversion is assumed for this
calculation.
|   
|(3) |  | Due to the net loss for the three-and six-month periods
ended June 30, 2002, there were no dilutive shares.                   

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##### Table of Contents



TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 9  SUBSQUENT EVENTS

On July 26, 2003, 20,000 shares of Series A-1 Convertible Preferred Stock were
issued for $500,000. The funds will be used for general business purposes. At the option of the holder, the Series A-1
Convertible Preferred Stock may be converted into common shares at a price of
$4.00 per common share (conversion of the 20,000 shares of Series A-1
Convertible Preferred Stock would amount to 125,000 Toreador common shares).
The $4.00 conversion price was higher than the market price of our common stock
at the time of issuance. The Series A-1 Convertible Preferred Stock accrues
dividends at an annual rate of $2.25 per share payable quarterly in cash. At
any time on or after November 1, 2007, we may elect to redeem for cash any or
all shares of Series A-1 Convertible Preferred Stock. The optional redemption
price per share is the sum of (1) $25.00 per share of the Series A-1
Convertible Preferred Stock plus (2) any accrued unpaid dividends, and such sum
is multiplied by a declining multiplier. The multiplier is 105% until October
31, 2008, 104% until October 31, 2009, 103% until October 31, 2010, 102% until
October 31, 2011, 101% until October 31, 2012, and 100% thereafter. In
connection with the securities purchase agreement, the parties entered into a
registration rights agreement effective July 26, 2003 pursuant to which the
holder has the right to register for resale the common stock issuable upon
conversion of the Series A-1 Convertible Preferred Stock if we register certain
of our securities.

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ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed under Managements Discussion and Analysis of
Financial Condition and Results of Operations and elsewhere in this report may
constitute forward-looking statements for purposes of the Securities Act of
1933, and the Securities Exchange Act of 1934 and, as such, may involve known
and unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. When used in this report, the words anticipates,
estimates, plans, believes, continues, expects, projections,
forecasts, intends, may, might, could, should, and similar
expressions are intended to be among the statements that identify
forward-looking statements. Various factors that could cause the actual
results, performance or achievements to differ materially from our expectations
are disclosed in this report (Cautionary Statements), including, without
limitation, those statements made in conjunction with the forward-looking
statements included under the caption identified above and otherwise herein.
All written and oral forward-looking statements attributable to us are
expressly qualified in their entirety by the Cautionary Statements.

LIQUIDITY AND CAPITAL RESOURCES

This section should be read in conjunction with Note 6 in the Notes to
Consolidated Financial Statements included in this filing.

For the first six months of 2003, net cash provided by operations was $3.8
million, compared with net cash used by operations of $0.3 million for the
year-ago period. We continually review the operating results of each of our
properties. When we discover under performing properties, we attempt to
liquidate them. During the six months ended June 30, 2003, we received $0.4
million in proceeds from sales of property and equipment. We expect that cash
flow provided by operating activities for the last six months of 2003 will
be approximately $3.0 million.

We currently have two senior borrowing facilities. First, we have a revolving
credit facility with Bank of Texas (the Texas Facility), which had permitted
borrowings of $18.1 million at June 30, 2003. We will be required to make
monthly principal payments of $150,000 under the Texas Facility until amended.
Accordingly, we have included $1,800,000 in the current portion of long-term
debt on the balance sheet.

We also have a revolving credit facility with Barclays Bank, Plc (the Barclays
Facility). Under the Barclays Facility, we had $12.5 million outstanding at
June 30, 2003. Barclays previously advised us that it intended to withdraw from
the reserve-based lending business and to transfer the balance of its
reserve-based loans to one or more third-party banking institutions. Until a
third-party lender assumes the facility, we will not be allowed to borrow any
additional funds under the Barclays Facility. As a result of this change in
direction and the existence of various technical defaults under the Barclays
Facility, we have entered into various waiver agreements with Barclays in 2003.
Pursuant to the terms of the most recent waiver agreement we are required to
make monthly principal payments through June 2004 equal to the available net
cash flow after expenses from our international operations. After June 2004,
the amount of monthly principal payments will be determined based on the next
borrowing base review by Barclays. We are also required to make fee payments
monthly in the amount of $25,000 out of international cash flow pursuant to the
terms of the Management and Work Fee Letter dated May 19, 2003. The payments
are estimated at $400,000 per month until June 30, 2004, and accordingly, we
have included $4.8 million in the current portion of long-term debt on the
balance sheet. Pursuant to the terms of the waiver

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agreements in 2003, we have issued to Barclays warrants that are currently
exercisable to purchase an aggregate of 400,000 shares of our common stock at
an exercise price of $3.50 per share and have issued an additional warrant that
is exercisable after October 13, 2003 to purchase 100,000 shares of our common
stock at an exercise price of $3.52 per share. These warrants have certain
registration rights. Under the terms of the Warrant Buyback Letter dated May
19, 2003, Toreador will be required to buy the 500,000 outstanding warrants
from Barclays for the sum of $100,000. The buyback is predicated on the final
settlement of all obligations relating to the Barclays Facility. Per the terms
of the Settlement Fee Letter dated May 19, 2003, we have also agreed to make a
final settlement payment of $925,000, less the amounts of any payments made to
Barclays for interim fees before the final settlement, that will be due at the time
we extinguish the Barclays Facility. As of August 1, 2003, the total amount
owed for the final settlement was $864,630. We have also agreed, among other
items, to apply certain amounts that may be received by Toreador for the
Turkish capital repatriation to the repayment of the Barclays Facility. During
the first six months of 2003, we used $2.1 million of available cash flow to
reduce the amounts outstanding under the Barclays Facility.

We have diligently explored and are continuing to explore alternatives to
refinance all or part of our existing capital structure, including the Barclays
Facility. We are evaluating a number of alternatives to provide funds necessary
for the extinguishment of the Barclays Facility, including a structured
financing or bridge financing to be provided by a third party and a possible
sale of additional equity or debt. However, no assurance can be given that any
of these alternatives will be available as a means of discharging the Barclays
Facility and providing additional working capital.

Toreador had 160,000 shares of nonvoting Series A Convertible Preferred Stock
outstanding at June 30, 2003. At the option of the holder, the Series A
Convertible Preferred Stock may be converted into common shares at a price of
$4.00 per common share (conversion would amount to 1,000,000 Toreador common
shares). The Series A Convertible Preferred Stock accrues dividends at an
annual rate of $2.25 per share payable quarterly in cash. At any time after
December 1, 2004, we may elect to redeem for cash any or all shares of Series A
Convertible Preferred Stock. The optional redemption price per share
is the sum of (1) $25.00 per share of the Series A
Convertible Preferred Stock plus (2) any accrued unpaid
dividends, and such sum is multiplied by a declining multiplier. The
multiplier is 105% until November 30, 2005, 104% until
November 30, 2006, 103% until November 30, 2007, 102% until
November 30, 2008, 101% until November 30, 2009, and 100% thereafter.

In November 2002, we issued 37,000 shares of
nonvoting Series A-1 Convertible Preferred Stock. An additional 20,000 shares
were issued in July 2003. At the option of the holder, the Series A-1
Convertible Preferred Stock may be converted into common shares at a price of
$4.00 per common share (conversion would amount to an aggregate of 356,250
Toreador common shares). The Series A-1 Convertible Preferred Stock accrues
dividends at an annual rate of $2.25 per share payable quarterly in cash. At
any time on or after November 1, 2007, we may elect to redeem for cash any or
all shares of Series A-1 Convertible Preferred Stock. The optional redemption
price per share is the sum of (1) $25.00 per share of the Series A-1
Convertible Preferred Stock plus (2) any accrued unpaid dividends, and such sum
is multiplied by a declining multiplier. The multiplier is 105% until October
31, 2008, 104% until October 31, 2009, 103% until October 31, 2010, 102% until
October 31, 2011, 101% until October 31, 2012, and 100% thereafter.

We anticipate that our 2003 capital expenditures budget, excluding any
acquisitions we may make, will be approximately $4.0 million. Capital
expenditures through June 30 were $2.1 million. We intend to fund our capital
expenditures budget from operating cash flow, the proceeds of any financing we
are able to secure in excess of the payoff amount of the Barclays Facility, the
additional issuance of Series A-1 Convertible Preferred Stock or other equity
or debt, or a combination thereof. We will continue to spend most of our 2003
capital budget on prospects in our inventory as a result of the acquisition of
Madison. We will limit our activity in France to development drilling on our
existing properties. In Turkey, we anticipate that exploration work will
continue on several projects.

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We may reinvest proceeds from option and lease bonuses by taking a working
interest in 3D seismic projects or in wells. To the extent cash flow from
operations does not significantly increase and external sources of capital are
limited or unavailable, our ability to make the capital investment to
participate in 3D seismic surveys and increase our interest in projects on our
acreage will be limited. We expect to receive future funds through production
from existing producing properties and new producing properties that may be
discovered through exploration of our acreage by third parties or by us, along
with development properties added to existing fields. In addition to the
properties described above, we also may acquire other producing oil and gas
assets, which could require the use of debt, including the Texas Facility or
other forms of financing.

Dividends on our common stock may be declared and paid out of funds legally
available when and as determined by our board of directors. Our policy is to
hold and invest corporate funds on a conservative basis, and thus we do not
anticipate paying cash dividends on our common stock in the foreseeable future.
In addition, under the terms of the Texas Facility we are prohibited from
paying dividends over $100,000 without prior consent from Bank of Texas,
National Association (other than dividends payable in shares of common stock).
The terms of our Series A Convertible Preferred Stock and our Series A-1
Convertible Preferred Stock prohibit us from paying dividends on the common
stock without the approval of the holders of a majority of the then outstanding
shares of the Series A Convertible Preferred Stock and the Series A-1
Convertible Preferred Stock.

Dividends on our Series A Convertible Preferred Stock and Series A-1
Convertible Preferred Stock are paid quarterly. Cash dividends totaling
$221,626 and $180,000 were paid for the six-month periods ended June 30, 2003
and 2002, respectively. The first 37,000 shares of the Series A-1 Convertible
Preferred Stock were issued on November 1, 2002, and an additional 20,000 shares
of the Series A-1 Convertible Preferred Stock were issued on July 26, 2003.
Future dividends will be paid in cash at a rate of $122,063 per full calendar
quarter. We are prohibited from paying dividends over $100,000 without the
consent of the Bank of Texas, National Association. Thus, approval will be
required prior to the payment of the above-mentioned dividends.

We believe that sufficient funds will be available from operating cash flow or
new financings to meet anticipated capital requirements for fiscal 2003. The
following table sets forth our contractual obligations at June 30, 2003 for the
periods shown (dollars in thousands):

|       |       |   |        |        |        |   |             |       |             |   |               |     |  |   |        |        |  |   |   |   | 
|------ | ----- | - | ------ | ------ | ------ | - | ----------- | ----- | ----------- | - | ------------- | --- |  | - | ------ | ------ |  | - | - | - | 
|       |       |   |        |        |        |   |             |       |             |   | Due Within    |     |  |   |       
|       |       |   | Total  |        | 1 Year |   | 2  3 Years |       | 4  5 Years |   | After 5 Years
|       |       |   |        |        |        |   |             |       |             |   |              
|Debt   |       | $ | 30,585 |        |        | $ | 6,600       |       |             | $ |              |     |  | $ | 23,985 |        |  | $ |  |  
|Leases |       |   | 1,404  |        |        |   | 317         |       |             |   | 968           |     |  |   | 119    |        |  |   |  |  
|       |       |   |        |        |        |   |             |       |             |   |               |     |  |   |        |        |  |   |   |  
|       | Total |   | $      | 31,989 |        |   | $           | 6,917 |             |   | $             | 968 |  |   | $      | 24,104 |  |   | $ |  | 
|       |       |   |        |        |        |   |             |       |             |   |               |     |  |   |        |        |  |   |   |  

CRITICAL ACCOUNTING POLICIES

Other than the adoption of Statement 143 discussed in Note 3 in the Notes to
Consolidated Financial Statements included in this filing, we did not have any
changes in our critical accounting policies or in our significant accounting
estimates during the three months ended June 30, 2003. Please see our Annual
Report on Form 10-K for the year ended December 31, 2002, for a detailed
discussion of our critical accounting policies.

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RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 2003 AND 2002

The following tables present production and average unit prices and costs for
the geographic segments indicated:

|             |               |       |  |                    |     |      |  |     |     | 
|------------ | ------------- | ----- |  | ------------------ | --- | ---- |  | --- | --- | 
|             |               |       |  | Three Months Ended
|             |               |       |  | June 30           
|             |               |       |  |                   
|             |               |       |  | 2003               |     | 2002
|             |               |       |  |                    |     |     
|Production   |               |       |  |                    |     |      |  |    
|Oil (MBbls): |               |       |  |                    |     |      |  |    
|             | United States |       |  | 45                 |     |      |  | 62  |    
|             | France        |       |  | 93                 |     |      |  | 105 |    
|             | Turkey        |       |  | 27                 |     |      |  | 24  |    
|             |               |       |  |                    |     |      |  |     |    
|             |               | Total |  |                    | 165 |      |  |     | 191 | 
|Gas (MMcf):  |               |       |  |                    |     |      |  |    
|             | United States |       |  | 391                |     |      |  | 460 |    
|             | France        |       |  |                   |     |      |  |    |    
|             | Turkey        |       |  |                   |     |      |  |    |    
|             |               |       |  |                    |     |      |  |     |    
|             |               | Total |  |                    | 391 |      |  |     | 460 | 
|MBOE:        |               |       |  |                    |     |      |  |    
|             | United States |       |  | 110                |     |      |  | 139 |    
|             | France        |       |  | 93                 |     |      |  | 105 |    
|             | Turkey        |       |  | 27                 |     |      |  | 24  |    
|             |               |       |  |                    |     |      |  |     |    
|             |               | Total |  |                    | 230 |      |  |     | 268 | 

|              |              |               |       |   |                    |       |      |   |       |       | 
|------------- | ------------ | ------------- | ----- | - | ------------------ | ----- | ---- | - | ----- | ----- | 
|              |              |               |       |   | Three Months Ended
|              |              |               |       |   | June 30           
|              |              |               |       |   |                   
|              |              |               |       |   | 2003               |       | 2002
|              |              |               |       |   |                    |       |     
|Average Price |              |               |       |   |                    |       |      |  
|              | Oil ($/Bbl): |               |       |   |                    |       |      |   |      
|              |              | United States |       | $ | 27.78              |       |      | $ | 23.13 |      
|              |              | France        |       |   | 23.48              |       |      |   | 24.05 |      
|              |              | Turkey        |       |   | 19.01              |       |      |   | 22.52 |      
|              |              |               |       |   |                    |       |      |   |       |      
|              |              |               | Total |   | $                  | 23.92 |      |   | $     | 23.56 | 
|              | Gas ($/Mcf): |               |       |   |                    |       |      |   |      
|              |              | United States |       | $ | 5.01               |       |      | $ | 3.57  |      
|              |              | France        |       |   |                   |       |      |   |      |      
|              |              | Turkey        |       |   |                   |       |      |   |      |      
|              |              |               |       |   |                    |       |      |   |       |      
|              |              |               | Total |   | $                  | 5.01  |      |   | $     | 3.57  | 
|              | $/BOE:       |               |       |   |                    |       |      |   |      
|              |              | United States |       | $ | 29.13              |       |      | $ | 22.20 |      
|              |              | France        |       |   | 23.48              |       |      |   | 24.05 |      
|              |              | Turkey        |       |   | 19.01              |       |      |   | 22.52 |      
|              |              |               |       |   |                    |       |      |   |       |      
|              |              |               | Total |   | $                  | 25.65 |      |   | $     | 22.95 | 

REVENUES

Oil and gas sales.Oil and gas sales decreased by $421,000 from the second
quarter of 2002 to the second quarter 2003, or 7.0%, due to a decrease in
production. For the second quarter of 2003 sales were $5.8 million versus $6.2
million in the second quarter of 2002. The decline in production was due to a
number of wells being down during the quarter along with the effect of
properties that were sold in the last seven months of 2002. Revenue from the
sold properties was part of the second quarter of 2002 oil and gas sales
figures and was not included for the same period of 2003. The average prices
received for oil and gas were $23.92 and $23.56 for oil and $5.01 and $3.57 for
gas during the second quarter of 2003 and 2002, respectively. The decrease in
production was offset by higher gas prices from quarter to quarter.

Gain (loss) on commodity derivatives.We utilize commodity derivative
instruments as part of our risk management program. These transactions are
generally structured as either swaps or collar contracts. A swap can be
described as having the effect of an outright sale at a specific price. A
collar has the effect of creating a sale only if a floor or ceiling price is
exceeded. These instruments (i) reduce the effect of the price fluctuations of
the commodities we produce and sell; (ii) support our annual capital budgeting
and expenditure plans; (iii) protect the amounts required for servicing
outstanding debt; and (iv) maximize the funds available under our existing
credit facilities. The trading party that represents the other side of each of
these transactions is known as a counterparty. The counterparty of our United
States transactions is Coral Energy Holdings, L.P., an affiliate of Royal
Dutch/Shell. The counterparty of our French transactions is Barclays Capital.
During the second quarter of 2003, we had an unrealized loss of approximately
$569,313 related to our hedging activity, coupled with realized losses of
approximately

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$246,623. During the second quarter of 2002, we had an unrealized
gain of $166,000 and a realized loss
of $454,000. As noted above, we have structured our commodity derivatives to
reduce the effect of price fluctuations of the commodities we produce and sell.
As a result, those derivatives decline in value as the underlying commodity
prices rise. Any losses incurred on derivatives are offset by higher actual oil

and gas sales revenues due to increased prices for the products. See Note 5 in
the Notes to Consolidated Financial Statements included in this filing for more
details.

Lease bonuses and rentals.Lease bonuses and rentals decreased $142,000, from
$231,000 in the second quarter 2002 to $89,000 in the second quarter 2003 due
to a decrease in leasing activity on the minerals we own in Mississippi.

EXPENSES

Lease operating.Lease
operating expenses decreased $122,000, or 7%, due to the sale of
domestic working interest properties in the second half of 2002. Lower lease
operating expenses were offset by an increase in U.S. production taxes, a
result of the rise in oil and gas sales prices discussed above.

Exploration and acquisition.Exploration and acquisition expense increased from
$204,000 to $247,000, or 21%, due to increased evaluation activity on our
prospects in Turkey.

Depletion, depreciation and amortization. DD&A decreased $1.0 million, or 63%,
from the second quarter of 2002 to the second quarter of 2003 due to an
adjustment for excess DD&A expensed in the first quarter of 2003.

Reduction in Force. In June
2003, Toreador reduced its staff by two engineers, one
geologist and one part-time employee. Total severance expense was $466,000.

General and administrative. General and administrative expenses decreased
$485,000 or 23%, during the second quarter of 2003 as compared to the second
quarter of 2002. A large portion of the G&A costs in the second quarter of
2002 was attributable to the Madison acquisition. In the second quarter of
2003 as compared to the second quarter of 2002, accounting fees decreased
$60,000, legal fees decreased $116,000, professional fees decreased $159,000,
and shareholder relations costs decreased $64,000. Management considers the
further reduction of G&A costs to be a high priority objective.

OTHER INCOME AND EXPENSE

Other income and expense resulted in a net increase to income of $375,000
during the second quarter of 2003 versus a net charge to expense of $1,406
during the second quarter of 2002. Net expense decreased $1.8 million primarily
due to a loss on property sales in the second quarter of 2003 of $28,000 versus
a loss in the same period for 2002 of $787,000. The remainder of the decrease
was a result of foreign currency transactions gains on payments towards the
Barclays line of credit, due to the Euro increasing against the U.S. Dollar.

NET INCOME (LOSS) AVAILABLE TO COMMON SHARES

In the second quarter of 2003, we reported net income before taxes of $883,000,
compared with a net loss before taxes of $924,000 for the same period of 2002.
Second quarter 2003 income applicable to common shares was $445,000 versus a
loss applicable to common shares in the second quarter of 2002 of $581,000.

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OTHER COMPREHENSIVE INCOME

This item should be read in conjunction with Note 2 in the Notes to
Consolidated Financial Statements included in this filing.

The most significant element of comprehensive income, other than net income
(loss), is foreign currency translation. The functional currency of our
operations in France is the Euro, and in Turkey the functional currency is the
Turkish Lira. The exchange rates used to translate the financial position of
those operations at June 30, 2003, were approximately US$1.144 per Euro and
US$0.71 per million Turkish Lira. The Euro rate at March 31, 2003, was US$1.08
per Euro and US$0.59 per million Turkish Lira. These fluctuations caused an
unrealized gain of $366,000 for the second quarter of 2003 versus an unrealized
loss of $2.3 million for the same period of 2002.

COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002

|           |              |               |       |  |                  |     |      |  |     |     | 
|---------- | ------------ | ------------- | ----- |  | ---------------- | --- | ---- |  | --- | --- | 
|           |              |               |       |  | Six Months Ended
|           |              |               |       |  | June 30         
|           |              |               |       |  |                 
|           |              |               |       |  | 2003             |     | 2002
|           |              |               |       |  |                  |     |     
|Production |              |               |       |  |                  |     |      | 
|           | Oil (MBbls): |               |       |  |                  |     |      |  |    
|           |              | United States |       |  | 92               |     |      |  | 135 |    
|           |              | France        |       |  | 188              |     |      |  | 215 |    
|           |              | Turkey        |       |  | 58               |     |      |  | 52  |    
|           |              |               |       |  |                  |     |      |  |     |    
|           |              |               | Total |  |                  | 338 |      |  |     | 402 | 
|           | Gas (MMcf):  |               |       |  |                  |     |      |  |    
|           |              | United States |       |  | 868              |     |      |  | 965 |    
|           |              | France        |       |  |                 |     |      |  |    |    
|           |              | Turkey        |       |  |                 |     |      |  |    |    
|           |              |               |       |  |                  |     |      |  |     |    
|           |              |               | Total |  |                  | 868 |      |  |     | 965 | 
|           | MBOE:        |               |       |  |                  |     |      |  |    
|           |              | United States |       |  | 237              |     |      |  | 296 |    
|           |              | France        |       |  | 188              |     |      |  | 215 |    
|           |              | Turkey        |       |  | 58               |     |      |  | 52  |    
|           |              |               |       |  |                  |     |      |  |     |    
|           |              |               | Total |  |                  | 483 |      |  |     | 563 | 

|              |              |               |       |   |                  |       |      |   |       |       | 
|------------- | ------------ | ------------- | ----- | - | ---------------- | ----- | ---- | - | ----- | ----- | 
|              |              |               |       |   | Six Months Ended
|              |              |               |       |   | June 30         
|              |              |               |       |   |                 
|              |              |               |       |   | 2003             |       | 2002
|              |              |               |       |   |                  |       |     
|Average Price |              |               |       |   |                  |       |      |  
|              | Oil ($/Bbl): |               |       |   |                  |       |      |   |      
|              |              | United States |       | $ | 29.61            |       |      | $ | 20.82 |      
|              |              | France        |       |   | 26.75            |       |      |   | 21.15 |      
|              |              | Turkey        |       |   | 21.20            |       |      |   | 19.95 |      
|              |              |               |       |   |                  |       |      |   |       |      
|              |              |               | Total |   | $                | 26.57 |      |   | $     | 20.89 | 
|              | Gas ($/Mcf): |               |       |   |                  |       |      |   |      
|              |              | United States |       | $ | 5.43             |       |      | $ | 3.00  |      
|              |              | France        |       |   |                 |       |      |   |      |      
|              |              | Turkey        |       |   |                 |       |      |   |      |      
|              |              |               |       |   |                  |       |      |   |       |      
|              |              |               | Total |   | $                | 5.43  |      |   | $     | 3.00  | 
|              | $/BOE:       |               |       |   |                  |       |      |   |      
|              |              | United States |       | $ | 31.41            |       |      | $ | 19.29 |      
|              |              | France        |       |   | 26.75            |       |      |   | 21.15 |      
|              |              | Turkey        |       |   | 21.20            |       |      |   | 19.95 |      
|              |              |               |       |   |                  |       |      |   |       |      
|              |              |               | Total |   | $                | 28.36 |      |   | $     | 20.06 | 

REVENUES

Oil and gas sales.Oil and gas sales for the six months ended June 30, 2003
increased by $1.9 million or 16%, over the same period of 2002 due to increased
prices. For the six months ended June 30, 2003 oil and gas sales was $13.4
million compared to $11.6 million for same period of 2002. The average prices
received for oil and gas was $26.57 and $20.89 for oil and $5.43 and $3.00 for
gas during the first six months of 2003 and 2002, respectively. Overall
production from 2002 to 2003 was down 81 MBOE due to a number of wells being
down during the second quarter of 2003 along with the effect of properties sold
in the last seven months of 2002. Revenue from the sold properties was part of
the first half of 2002 oil and gas sales figures and was not included with the
same period of 2003.

Gain (loss) on commodity derivatives.We utilize commodity derivative
instruments as part of our risk management program. These transactions are
generally structured as either swaps or collar contracts. A swap can be
described as having the effect of an outright sale at a specific price. A
collar has the effect of

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creating a sale only if a floor or ceiling price is
exceeded. These instruments (i) reduce the effect of price fluctuations of the
commodities we produce and sell; (ii) support our annual capital budgeting and
expenditure plans; (iii) protect the amounts required for servicing outstanding
debt; and (iv) maximize funds available under our existing credit facilities.
The trading party that represents the other side of each of these transactions
is known as a counterparty. The counterparty of our United States
transactions is Coral Energy Holdings, L.P., an affiliate of Royal Dutch/Shell.
The counterparty of our French transactions is Barclays Capital. During the
first six months of 2003, we had an unrealized loss of approximately $904,000
related to our hedging activity, coupled with realized losses of approximately
$1.3 million. During the first six months of 2002, we had an unrealized loss of
$2.1 million and a realized loss of $0.3 million. As noted above, we have
structured our commodity derivatives to reduce the effect of price fluctuations
of the commodities we produce and sell. As a result, these derivatives decline
in value as the underlying commodity prices rise. Any losses incurred on
derivatives are offset by higher actual oil and gas sales revenues due to
increased prices for the products. See Note 5 in the Notes to Consolidated
Financial Statements included in this filing for more details.

Lease bonuses and rentals.Lease bonuses and rentals decreased $297,000, from
$501,000 in first half of 2002 to $204,000 for same period of 2003 due to a
decrease in leasing activity on the minerals we own.

EXPENSES

Lease operating.Lease operating expenses decreased $303,000, or 8% due to the
reduction of domestic working interest properties as compared with 2002. Lower
lease operating expenses were offset by an increase in U.S. production taxes, a
result of the rise in oil and gas sales prices discussed above.

Exploration and acquisition.Exploration and acquisition expenses decreased
$50,000 from $449,000 for the six months ended June 30, 2002 to $399,000, for
the same period 2003 or 11%, due to decreased activity in the first quarter of
2003 that was somewhat offset by increased activity on our Black Sea prospects
in the second quarter of 2003.

Depletion, depreciation and amortization. DD&A decreased $1.2 million, or 38%,
due to a reduction in US production from the sale of properties. In 2002
Toreador reviewed and sold under performing properties rather than continue
with operating losses.

Reduction in Force. In June 2003, Toreador reduced it staff by two engineers,
one geologist and one part time person. Total severance expense was $466,000.

General and administrative. General and administrative expenses decreased
$571,000 or 16%, for the six months ended June 30, 2003 as compared to the six
months ended June 30, 2002. A large portion of the G&A costs in the first half
of 2002 was attributable to the Madison acquisition. During the first six
months of 2003 as compared to the first six months of 2002, legal fees
decreased $181,000, professional fees decreased $213,000, and shareholder
relations costs decreased $88,000. Salaries were also down $134,000 for the
six months ended June 30, 2003 verses six months ended June 30, 2002 due to a
reduction in overhead in 2003. The offset was an increase in rent expense of
$53,000 due to an increase in office space in the Dallas office. Management
considers the further reduction of G&A costs to be a high priority objective.

OTHER INCOME AND EXPENSE

Other income and expense resulted in a net increase to income of $36,000 during
the six months ended June 30, 2003 versus net charge to expense of $1,992,000
during the same period of 2002. Net expense decreased $2.0 million primarily
due to a gain on property sales of $68,000 for six months ended June

20



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##### Table of Contents



30, 2003
versus a loss in the same period of 2002 of $1.0 million. The remainder of the
decrease was a
result of foreign currency transactions gains on payments towards the Barclays
line of credit, due to the Euro increasing against the U.S. Dollar.

NET INCOME (LOSS) AVAILABLE TO COMMON SHARES

For the six months ended June 30, 2003, net income before taxes was $2.2
million compared with a net loss before taxes of $3.4 million for the same
period of 2002. For the first six months of 2003, income applicable to common
shares was $1.1 million versus a loss applicable to common shares of $2.5
million for the same period of 2002.

OTHER COMPREHENSIVE INCOME

This item should be read in conjunction with Note 2 in the Notes to
Consolidated Financial Statements included in this filing.

The most significant element of comprehensive income, other than net income
(loss), is foreign currency translation. The functional currency of our
operations in France is the Euro, and in Turkey the functional currency is the
Turkish Lira. The exchange rates used to translate the financial position of
those operations at June 30, 2003, were approximately US$1.144 per Euro and
US$0.71 per million Turkish Lira. The Euro rate at December 31, 2002, was
US$1.0483 per Euro and US$0.62 per million Turkish Lira. These fluctuations
caused an unrealized gain of $1.4 million for the six months ended June 30,
2003 versus an unrealized loss of $840,000 for the same period of 2002.




ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Other than the decline in the fair value of our commodity derivatives discussed
in Item 2  Managements Discussion and Analysis of Financial Condition and
Results of Operations, there have been no material changes from the information
provided in Item 7A of our Annual Report on Form 10-K for the year ended
December 31, 2002.




ITEM 4  CONTROLS AND PROCEDURES

The term disclosure controls and procedures is defined in Rule 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, or the Exchange Act. This
term refers to the controls and procedures of a company that are designed to
ensure that information required to be disclosed by a company in the reports
that it files or submits under the Exchange Act is recorded, processed,
summarized, and reported within required time periods specified by the
Securities and Exchange Commission. Our management, including our Chief
Executive Officer and our Chief Financial Officer, have evaluated the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this quarterly report. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that our
disclosure controls and procedures were effective as of the end of the period
covered by this quarterly report.

There were no changes to our internal control over financial reporting during
our last fiscal quarter that have materially affected, or are likely to
materially affect, our internal control over financial reporting.

21



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##### Table of Contents






PART II. OTHER INFORMATION




ITEM 1  LEGAL PROCEEDINGS

There have been no material changes to the information reported under Part II.
Other Information, Item 1  Legal Proceedings since our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2003.

From time to time, we are named as a defendant in other legal proceedings
arising in the normal course of business. In our opinion, the final judgment,
or settlement, if any, which may be awarded with any other suits or claims
would not have a material adverse effect on our financial position.




ITEM 2  CHANGES IN SECURITIES AND USE OF PROCEEDS

Since January 1, 2003, pursuant to Regulation D promulgated under the
Securities Act of 1933, as amended, we have issued the following equity
securities that were not registered under the Securities Act of 1933, as
amended.

Pursuant to the December 31, 2002 waiver agreement with Barclays, on January
15, 2003, we issued to Barclays warrants exercisable into 350,000 shares of our
common stock at an exercise price of $5.00 per share. Pursuant to the March
25, 2003 waiver agreement with Barclays, on March 25, 2003, we cancelled the
warrants issued on January 15, 2003 and issued Barclays warrants currently
exercisable into 400,000 shares of our common stock at an exercise price of
$3.50 per share. These warrants have expiration dates ranging from January 15,
2006 until March 14, 2008.

Pursuant to the March 25, 2003 waiver agreement with Barclays, on April 14,
2003, we issued Barclays a warrant exercisable after October 13, 2003 into
100,000 shares of our common stock at an exercise price of $3.52 per share.
This warrant expires on April 7, 2008. Pursuant to a registration rights
agreement, Barclays has the right to register for resale the shares issuable
upon exercise of the warrants described herein.

Under the terms of the Warrant Buyback Letter dated May 19, 2003, Toreador will
be required to buy the 500,000 outstanding warrants from Barclays for the sum
of $100,000. The buyback is predicated on the final settlement of all
obligations relating to the Barclays Facility.

On July 26, 2003, 20,000 shares of Series A-1 Convertible Preferred Stock were
issued for $500,000. At the option of the holder, the Series A-1 Convertible
Preferred Stock may be converted into common shares at a price of $4.00 per
common share (conversion of the 20,000 shares of Series A-1 Convertible
Preferred Stock would amount to 125,000 Toreador common shares). The $4.00
conversion price was higher than the market price of our common stock at the
time of issuance. The Series A-1 Convertible Preferred Stock accrues dividends
at an annual rate of $2.25 per share payable quarterly in cash. At any time on
or after November 1, 2007, we may elect to redeem for cash any or all shares of
Series A-1 Convertible Preferred Stock. The optional redemption price per share
is the sum of (1) $25.00 per share of the Series A-1 Convertible Preferred
Stock plus (2) any accrued unpaid dividends, and such sum is multiplied by a
declining multiplier. The multiplier is 105% until October 31, 2008, 104% until
October 31, 2009, 103% until October 31, 2010, 102% until October 31, 2011,
101% until October 31, 2012, and 100% thereafter. In connection with the
securities purchase agreement, the parties entered into a registration rights
agreement effective July 26, 2003 pursuant to which the holder has the right to
register for resale the common stock issuable upon conversion of the Series A-1
Convertible Preferred Stock if we register certain of our securities.

The terms of our Series A Convertible Preferred Stock and our Series A-1
Convertible Preferred Stock prohibit us from paying dividends on our common
stock without the approval of the holders of a majority
of the then outstanding shares of Series A Convertible Preferred Stock and the
Series A-1 Convertible Preferred Stock.

22



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##### Table of Contents






ITEM 3  DEFAULTS UPON SENIOR
SECURITIES  None.




ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

We submitted a proxy statement to the Companys stockholders as of the record
date, May 1, 2003. The proxy statement was furnished to the Companys
stockholders in connection with the Annual Meeting of Stockholders held on June
19, 2003. There were 9,337,517 shares entitled to vote at the meeting. The
only proposal under consideration was the election of the Board of Directors,
the results of which are as follows:

|                         |  |           |           |          |  |       |         | 
|------------------------ |  | --------- | --------- | -------- |  | ----- | ------- | 
|                         |  |           |           |          |  | Votes
|Nominee                  |  | Votes For |           | Withheld
|                         |  |           |           |         
|Herbert L. Brewer (1)    |  |           | 5,414,907 |          |  |       | 94,991  | 
|David M. Brewer (1)      |  |           | 5,415,196 |          |  |       | 94,702  | 
|Edward N. Dane (1)       |  |           | 5,409,682 |          |  |       | 100,215 | 
|Peter L. Falb (1)        |  |           | 5,409,583 |          |  |       | 100,315 | 
|G. Thomas Graves III (1) |  |           | 5,398,587 |          |  |       | 111,311 | 
|Thomas P. Kellogg (1)    |  |           | 5,461,430 |          |  |       | 48,468  | 
|William I. Lee (1)       |  |           | 5,396,086 |          |  |       | 113,812 | 
|John Mark McLaughlin (1) |  |           | 5,398,564 |          |  |       | 111,334 | 
|H.R. Sanders, Jr. (1)    |  |           | 5,397,058 |          |  |       | 112,840 | 
|Joseph J. Simons (1)     |  |           | 5,403,442 |          |  |       | 106,456 | 



---

|(1) |  | Incumbent
|--- |  | ---------




ITEM 5  OTHER INFORMATION  None.




ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K



| | (a) |  | The following exhibits are included herein:
| | --- |  | -------------------------------------------

|    |  |   |  |                                                                                                                                                                                                                                                                                                                                  
|--- |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 |  | - |  | Amended and Restated Certificate of
Incorporation, of Toreador Resources Corporation
(previously filed as Exhibit 3.1 to Toreador Resources
Corporation Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002, File No. 0-2517, and
incorporated herein by reference).                                               
|    |  |   |  |                                                                                                                                                                                                                                                                                                                                  
|3.2 |  | - |  | Second Amended and Restated Bylaws of Toreador
Resources Corporation (previously filed as Exhibit 3.2 to
Toreador Resources Corporation Quarterly Report on Form 10-Q
for the quarter ended June 30, 2002, File No. 0-2517, and
incorporated herein by reference).                                                               
|    |  |   |  |                                                                                                                                                                                                                                                                                                                                  
|3.3 |  | - |  | Certificate of Designation of Series A-1
Convertible Preferred Stock of Toreador Resources Corporation,
dated October 30, 2002 (previously filed as Exhibit 3.1 to
Toreador Resources Corporation
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002, File No. 0-2517, and
incorporated herein by reference).

23



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|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                
|---- |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1  |  | - |  | Registration Rights Agreement, effective
December 16, 1998, among Toreador Royalty Corporation and
persons party thereto (previously filed as Exhibit 10.2 to
Toreador Royalty Corporation Current Report on Form 8-K filed
with the Securities and Exchange Commission on December 31,
1998, File No. 0-2517, and incorporated herein by reference).                                                          
|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                
|4.2  |  | - |  | Settlement Agreement dated June 25, 1998, among
the Gralee Persons, the Dane Falb Persons and Toreador Royalty
Corporation (previously filed as Exhibit 10.1 to Toreador
Royalty Corporation Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 1, 1998, File No.
0-2517, and incorporated herein by reference).                                                             
|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                
|4.3  |  | - |  | Registration Rights Agreement, effective July
31, 2000, among Toreador Royalty Corporation and persons party
thereto (previously filed as Exhibit 4.5 to Toreador Resources
Corporation Registration Statement on Form S-3, No. 333-52522
filed with the Securities and Exchange Commission on December
22, 2000, File No. 0-2517, and incorporated herein by
reference).                                      
|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                
|4.4  |  | - |  | Registration Rights Agreement, effective
September 11, 2000, among Toreador Resources Corporation and
Earl E. Rossman, Jr., Representative of the Holders
(previously filed as Exhibit 4.6 to Toreador Resources
Corporation Registration Statement on Form S-3, No. 333-52522,
filed with the Securities and Exchange Commission on December
22, 2000, File No. 0-2517, and incorporated herein by
reference).
|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                
|4.5  |  | - |  | Registration Rights Agreement,
effective November 1, 2002, among Toreador Resources
Corporation and persons party thereto (previously filed as
Exhibit 4.5 to Toreador Resources Corporation Annual Report on
Form 10-K for the year ended December 31, 2002, File No.
0-2517, and incorporated herein by reference).                                                                                          
|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                
|4.6  |  | - |  | Registration Rights Agreement dated March 25,
2003, between Toreador Resources Corporation and Barclays Bank
PLC (previously filed as Exhibit 4.6 to Toreador Resources
Corporation Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003, File No. 0-2517, and incorporated herein by
reference).                                                                                                
|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                
|4.7* |  | - |  | Registration Rights Agreement dated July 26,
2003, between Toreador Resources Corporation and James R.
Anderson.                                                                                                                                                                                                                                                                                               

24



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##### Table of Contents



|      |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----- |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1  |  | - |  | Waiver Letter between Madison
Energy France S.C.S. (formerly Madison/Chart Energy
S.C.S.), Madison Oil Company Europe, Madison Oil France
S.A., Madison Oil Company, Madison Petroleum Inc.,
Madison (Turkey) Inc., Madison Oil Turkey Inc. and
Toreador Resources Corporation and Barclays Bank PLC
dated April 11, 2003 (previously filed as Exhibit 10.32
to Toreador Resources Corporation Annual Report on Form
10-K for the year ended December 31, 2002, File No.
0-2517, and incorporated herein by reference).
|      |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.2* |  | - |  | Waiver Letter between Madison
Energy France S.C.S. (formerly Madison/Chart Energy
S.C.S.), Madison Oil Company Europe, Madison Oil France
S.A., Madison Oil Company, Madison Petroleum Inc.,
Madison (Turkey) Inc., Madison Oil Turkey Inc. and
Toreador Resources Corporation and Barclays Bank PLC
dated May 19, 2003.                                                                                                                                                                                               
|      |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.3* |  | - |  | Waiver Letter between Madison
Energy France S.C.S. (formerly Madison/Chart Energy
S.C.S.), Madison Oil Company Europe, Madison Oil France
S.A., Madison Oil Company, Madison Petroleum Inc.,
Madison (Turkey) Inc., Madison Oil Turkey Inc. and
Toreador Resources Corporation and Barclays Bank PLC
dated June 24, 2003.                                                                                                                                                                                              
|      |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.4* |  | - |  | Waiver Letter between Madison
Energy France S.C.S. (formerly Madison/Chart Energy
S.C.S.), Madison Oil Company Europe, Madison Oil France
S.A., Madison Oil Company, Madison Petroleum Inc.,
Madison (Turkey) Inc., Madison Oil Turkey Inc. and
Toreador Resources Corporation and Barclays Bank PLC
dated August 1, 2003.                                                                                                                                                                                             
|      |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.5* |  | - |  | Settlement Fee Letter between
Madison Energy France S.C.S. (formerly Madison/Chart
Energy S.C.S.), Madison Oil Company Europe, Madison Oil
France S.A., Madison Oil Company, Madison Petroleum
Inc., Madison (Turkey) Inc., Madison Oil Turkey Inc. and
Toreador Resources Corporation and Barclays Bank PLC
dated May 19, 2003.                                                                                                                                                                                       
|      |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.6* |  | - |  | Management and Work Fee Letter
between Madison Energy France S.C.S. (formerly
Madison/Chart Energy S.C.S.), Madison Oil Company
Europe, Madison Oil France S.A., Madison Oil Company,
Madison Petroleum Inc., Madison (Turkey) Inc., Madison
Oil Turkey Inc. and Toreador Resources Corporation and
Barclays Bank PLC dated May 19, 2003.                                                                                                                                                                              
|      |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.7* |  | - |  | Warrant Buyback Letter between
Toreador Resources Corporation and Barclays Capital
dated May 19, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.8* |  | - |  | Securities Purchase Agreement by
and between Toreador Resources Corporation and James R.
Anderson dated July 26, 2003.                                                                                                                                                                                                                                                                                                                                                                                                 

25



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##### Table of Contents



|      |  |   |  |                                                                                                                                                                                                                                                                                                              
|----- |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.9* |  | - |  | Warrant No. 024 dated March 25, 2003, issued
by Toreador Resources Corporation in favor of Barclays Bank
PLC.                                                                                                                                                                                                
|      |  |   |  |                                                                                                                                                                                                                                                                                                              
|10.10 |  | - |  | Warrant No. 025 dated April 14,
2003, issued by Toreador Resources Corporation in favor
of Barclays Bank PLC (previously filed as Exhibit 10.12
to Toreador Resources Corporation Quarterly Report on
Form 10-Q for the quarter ended March 31, 2003, File No.
0-2517, and incorporated herein by reference).
|      |  |   |  |                                                                                                                                                                                                                                                                                                              
|31.1* |  | - |  | Certification of Chief Executive
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                                                                                                                                                           
|      |  |   |  |                                                                                                                                                                                                                                                                                                              
|31.2* |  | - |  | Certification of Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.                                                                                                                                                           
|      |  |   |  |                                                                                                                                                                                                                                                                                                              
|32.1* |  | - |  | Certification of Chief Executive Officer and
Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                                                                                                                               



| | (b) |  | Reports on Form 8-K:
On April 1, 2003, we filed a Form 8-K relating to a press release
we made regarding forecasted first quarter of 2003 results and
certain information regarding our operations in Turkey.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | On May 22, 2003, we filed a Form 8-K relating to a press release we
made regarding our results for the first quarter of 2003 and
certain information regarding our operations.                               

26



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                |  |                                                                  
|--------------- |  | -----------------------------------------------------------------
|                |  | TOREADOR RESOURCES CORPORATION,
Registrant                       
|                |  |                                                                  
|August 12, 2003 |  | /s/ G. Thomas Graves III                                         
|                |  |                                                                  
|                |  | G. Thomas Graves III
President and Chief Executive Officer       
|                |  |                                                                  
|August 12, 2003 |  | /s/ Douglas W. Weir                                              
|                |  |                                                                  
|                |  | Douglas W. Weir
Senior Vice President and Chief Financial Officer

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##### Table of Contents






EXHIBITS INDEX

|               |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|-------------- |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  |   |  | Description                                                                                                                                                                                                                                                                                                                                                                                   
|               |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|3.1            |  | - |  | Amended and Restated Certificate of Incorporation
Toreador Resources Corporation (previously filed as
Exhibit 3.2 to Toreador Resources Corporation
Quarterly Report on Form 10-Q for the quarter ended
June 30, 2002, File No. 0-2517, and incorporated
herein by reference).                                                                                                                
|               |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|3.2            |  | - |  | Second Amended and Restated Bylaws of Toreador
Resources Corporation, (previously filed as Exhibit
3.2 to Toreador Resources Corporation Quarterly
Report on Form 10-Q for the quarter ended June 30,
2002, File No. 0-2517, and incorporated herein by
reference).                                                                                                                           
|               |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|3.3            |  | - |  | Certificate of Designation of Series A-1 Convertible
Preferred Stock of Toreador Resources Corporation, dated October 30,
2002 (previously filed as Exhibit 3.1 to Toreador Resources
Corporation Quarterly Report on Form 10-Q for the quarter ended
September 30, 2002, File No.0-2517, and incorporated herein by
reference).                                                              
|               |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|4.1            |  | - |  | Registration Rights Agreement, effective December 16, 1998,
among Toreador Royalty Corporation, and persons party thereto
(previously filed as Exhibit 10.2 to Toreador Royalty Corporation
Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 31, 1998, File No. 0-2517, incorporated
herein by reference).                                            
|               |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|4.2            |  | - |  | Settlement Agreement dated June 25, 1998, among the
Gralee Persons, the Dane Falb Persons and Toreador Royalty
Corporation (previously filed as Exhibit 10.1 to Toreador Royalty
Corporation Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 1, 1998, File No. 0-2517, and
incorporated herein by reference).                                            
|               |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|4.3            |  | - |  | Registration Rights Agreement, effective July 31, 2000,
among Toreador Royalty Corporation and persons party thereto
(previously filed as Exhibit 4.5 to Toreador Resources Corporation
Registration Statement on Form S-3, No. 333-52522 filed with the
Securities and Exchange Commission on December 22, 2000, and
incorporated herein by reference).                                      
|               |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                               
|4.4            |  | - |  | Registration Rights Agreement, effective September 11,
2000, among Toreador Resources Corporation and Earl E. Rossman, Jr.,
Representative of the Holders (previously filed as Exhibit 4.6 to
Toreador Resources Corporation Registration Statement on Form S-3,
No. 333-52522, filed with the Securities and Exchange Commission on
December 22, 2000, and incorporated herein by reference).
|4.5            |  | - |  | Registration Rights Agreement, effective November 1, 2002,
among Toreador Resources Corporation and persons party thereto
(previously filed as Exhibit 4.5 to Toreador Resources Corporation
Annual Report on Form 10-K for the year ended December 31, 2002,
File No. 0-2517, and incorporated herein by reference).                                                                         

28



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##### Table of Contents



|               |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-------------- |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  |   |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|               |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|               |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.6            |  | - |  | Registration Rights Agreement dated March 25, 2003, between Toreador
Resources Corporation and Barclays Bank PLC (previously filed as Exhibit
4.6 to Toreador Resources Corporation Quarterly Report on Form 10-Q for
the quarter ended March 31, 2003, File No. 0-2517, and incorporated herein
by reference).                                                                                                                                                                                                        
|               |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.7*           |  | - |  | Registration Rights Agreement dated July 26, 2003, between Toreador
Resources Corporation and James R. Anderson.                                                                                                                                                                                                                                                                                                                                                                                                       
|               |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.1           |  | - |  | Waiver Letter between Madison Energy France S.C.S.
(formerly Madison/Chart Energy S.C.S.), Madison Oil Company Europe,
Madison Oil France S.A., Madison Oil Company, Madison Petroleum
Inc., Madison (Turkey) Inc., Madison Oil Turkey Inc. and Toreador
Resources Corporation and Barclays Bank PLC dated April 11, 2003
(previously filed as Exhibit 10.32 to Toreador Resources Corporation
Annual Report on Form 10-K for the year ended December 31, 2002,
File No. 0-2517, and incorporated herein by reference).
|               |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.2*          |  | - |  | Waiver Letter between Madison Energy France S.C.S.
(formerly Madison/Chart Energy S.C.S.), Madison Oil Company Europe,
Madison Oil France S.A., Madison Oil Company, Madison Petroleum
Inc., Madison (Turkey) Inc., Madison Oil Turkey Inc. and Toreador
Resources Corporation and Barclays Bank PLC dated May 19, 2003.                                                                                                                                                                                               
|               |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.3*          |  | - |  | Waiver Letter between Madison Energy France S.C.S.
(formerly Madison/Chart Energy S.C.S.), Madison Oil Company Europe,
Madison Oil France S.A., Madison Oil Company, Madison Petroleum
Inc., Madison (Turkey) Inc., Madison Oil Turkey Inc. and Toreador
Resources Corporation and Barclays Bank PLC dated June 24, 2003.                                                                                                                                                                                              
|               |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.4*          |  | - |  | Waiver Letter between Madison Energy France S.C.S.
(formerly Madison/Chart Energy S.C.S.), Madison Oil Company Europe,
Madison Oil France S.A., Madison Oil Company, Madison Petroleum
Inc., Madison (Turkey) Inc., Madison Oil Turkey Inc. and Toreador
Resources Corporation and Barclays Bank PLC dated August 1, 2003.                                                                                                                                                                                             
|               |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.5*          |  | - |  | Settlement Fee Letter between Madison Energy France
S.C.S. (formerly Madison/Chart Energy S.C.S.), Madison Oil Company
Europe, Madison Oil France S.A., Madison Oil Company, Madison
Petroleum Inc., Madison (Turkey) Inc., Madison Oil Turkey Inc. and
Toreador Resources Corporation and Barclays Bank PLC dated May 19,
2003.                                                                                                                                                                                       
|               |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.6*          |  | - |  | Management and Work Fee Letter between Madison Energy
France S.C.S. (formerly Madison/Chart Energy S.C.S.), Madison Oil
Company Europe, Madison Oil France S.A., Madison Oil Company,
Madison Petroleum Inc., Madison (Turkey) Inc., Madison Oil Turkey
Inc. and Toreador Resources Corporation and Barclays Bank PLC dated
May 19, 2003.                                                                                                                                                                              
|               |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10.7*          |  | - |  | Warrant Buyback Letter between Toreador Resources
Corporation and Barclays Capital dated May 19, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                 

29



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##### Table of Contents



|               |  |   |  |                                                                                                                                                                                                                                                                                                              
|-------------- |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  |   |  | Description                                                                                                                                                                                                                                                                                                  
|               |  |   |  |                                                                                                                                                                                                                                                                                                              
|10.8*          |  | - |  | Securities Purchase Agreement by and between Toreador
Resources Corporation and James R. Anderson dated July 26, 2003.                                                                                                                                                                                       
|               |  |   |  |                                                                                                                                                                                                                                                                                                              
|10.9*          |  | - |  | Warrant No. 024 dated March 25, 2003, issued by Toreador
Resources Corporation in favor of Barclays Bank PLC.                                                                                                                                                                                                
|               |  |   |  |                                                                                                                                                                                                                                                                                                              
|10.10          |  | - |  | Warrant No. 025 dated April 14, 2003, issued by Toreador
Resources Corporation in favor of Barclays Bank PLC (previously
filed as Exhibit 10.12 to Toreador Resources Corporation Quarterly
Report on Form 10-Q for the quarter ended March 31, 2003, File No.
0-2517, and incorporated herein by reference).
|               |  |   |  |                                                                                                                                                                                                                                                                                                              
|31.1*          |  | - |  | Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.                                                                                                                                                           
|               |  |   |  |                                                                                                                                                                                                                                                                                                              
|31.2*          |  | - |  | Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.                                                                                                                                                           
|               |  |   |  |                                                                                                                                                                                                                                                                                                              
|32.1*          |  | - |  | Certification of Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                               



|* |  | Filed herewith.
|- |  | ---------------

30